e10vq
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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Quarterly report pursuant to section 13 or 15 (d) of the Securities Exchange Act of 1934
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For the Quarterly period ended June 30, 2007 |
or
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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
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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
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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 registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act.
Large Accelerated Filer o Accelerated Filer þ Non-Accelerated Filer 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 August 1, 2007
PART I. FINANCIAL INFORMATION
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Page(s) |
Item 1. Financial Statements (unaudited) |
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4 |
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5 |
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6 |
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7-10 |
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Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations |
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11-19 |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk |
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Reference is made to Item 7A, Quantitative and Qualitative Disclosures About Market Risk
appearing on pages 34 and 35 of the Form 10-K Annual Report for the year ended December 31, 2006,
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 June 30, 2007.
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 December 31, 2006. 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 June 30, 2007 that have materially affected or are reasonably likely to materially affect the
internal controls over financial reporting.
-2-
PART II. OTHER INFORMATION
Item 1A. Risk Factors
Reference is made to Item 1A, Risk Factors, appearing on pages 15 through 18 of the Form 10-K
Annual Report for the year ended December 31, 2006, filed by Wesco, for information regarding the
most significant factors affecting Wescos operations. There have been no material changes in these
factors through June 30, 2007.
Item 4. Submission of Matters to a Vote of Security-Holders
Following is a table showing the votes cast for, and withheld from voting for, each nominee at
the annual meeting of shareholders of Wesco held May 9, 2007, at which meeting the shareholders
elected the following Directors:
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Favorable |
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Votes |
Name |
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Votes |
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Withheld |
Charles T. Munger |
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6,713,446 |
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210,859 |
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Carolyn H. Carlburg |
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6,887,572 |
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36,733 |
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Robert E. Denham |
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6,736,741 |
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187,564 |
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Robert T. Flaherty |
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6,861,876 |
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62,429 |
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Peter D. Kaufman |
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6,910,197 |
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14,108 |
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Elizabeth Caspers Peters |
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6,904,565 |
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19,740 |
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Item 6. Exhibits
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31 |
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(a) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(Chief Executive Officer) |
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31 |
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(b) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(Chief Financial Officer) |
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32 |
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(a) Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (Chief Executive Officer) |
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32 |
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(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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June 30, |
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Dec. 31, |
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2007 |
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2006 |
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ASSETS |
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Cash and cash equivalents |
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$ |
1,272,200 |
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$ |
1,257,351 |
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Investments: |
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Securities with fixed maturities |
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60,706 |
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81,861 |
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Marketable equity securities |
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1,051,254 |
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1,040,550 |
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Rental furniture |
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191,961 |
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182,846 |
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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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166,437 |
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141,090 |
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$ |
3,009,165 |
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$ |
2,970,305 |
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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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$ |
30,815 |
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$ |
29,761 |
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Unaffiliated business |
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47,704 |
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48,549 |
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Unearned insurance premiums - |
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Affiliated business |
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13,101 |
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14,062 |
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Unaffiliated business |
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18,451 |
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15,298 |
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Deferred furniture rental income and security deposits |
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20,392 |
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20,440 |
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Notes payable |
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42,600 |
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38,200 |
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Income taxes payable, principally deferred |
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327,964 |
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355,399 |
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Other liabilities |
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55,496 |
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48,258 |
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556,523 |
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569,967 |
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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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352,278 |
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344,978 |
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Retained earnings |
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2,067,040 |
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2,022,036 |
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Total shareholders equity |
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2,452,642 |
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2,400,338 |
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$ |
3,009,165 |
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$ |
2,970,305 |
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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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Six Months Ended |
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June 30, |
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June 30, |
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June 30, |
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June 30, |
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2007 |
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2006 |
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2007 |
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2006 |
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Revenues: |
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Furniture rentals |
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$ |
85,830 |
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$ |
83,992 |
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$ |
165,776 |
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$ |
162,696 |
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Sales and service revenues |
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33,055 |
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34,628 |
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66,474 |
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72,227 |
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Insurance premiums earned - |
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Affiliated business |
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8,704 |
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6,985 |
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15,073 |
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13,496 |
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Unaffiliated business |
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4,224 |
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6,337 |
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11,745 |
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15,035 |
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Dividend and interest income |
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23,470 |
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18,412 |
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45,942 |
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39,511 |
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Other |
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973 |
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894 |
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1,927 |
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1,833 |
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156,256 |
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151,248 |
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306,937 |
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304,798 |
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Costs and expenses: |
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Cost of products and services sold |
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36,125 |
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38,030 |
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72,385 |
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77,661 |
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Insurance losses and loss adjustment expenses - |
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Affiliated business |
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2,646 |
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2,717 |
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7,448 |
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4,735 |
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Unaffiliated business |
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(215 |
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2,013 |
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1,879 |
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8,442 |
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Insurance underwriting expenses - |
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Affiliated business |
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1,699 |
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1,626 |
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3,193 |
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2,965 |
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Unaffiliated business |
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2,162 |
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1,223 |
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4,744 |
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3,843 |
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Selling, general and administrative expenses |
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71,096 |
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68,709 |
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140,622 |
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133,994 |
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Interest expense |
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624 |
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671 |
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1,187 |
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1,258 |
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114,137 |
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114,989 |
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231,458 |
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232,898 |
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Income before income taxes |
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42,119 |
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36,259 |
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75,479 |
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71,900 |
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Income taxes |
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14,358 |
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12,512 |
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25,135 |
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24,738 |
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Net income |
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27,761 |
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23,747 |
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50,344 |
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47,162 |
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Retained earnings beginning of period |
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2,041,949 |
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1,961,214 |
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2,022,036 |
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1,940,398 |
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Cash dividends declared and paid |
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(2,670 |
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(2,599 |
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(5,340 |
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(5,198 |
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Retained earnings end of period |
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$ |
2,067,040 |
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$ |
1,982,362 |
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$ |
2,067,040 |
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$ |
1,982,362 |
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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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$ |
3.90 |
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$ |
3.33 |
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$ |
7.07 |
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$ |
6.62 |
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Cash dividends |
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$ |
.375 |
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$ |
.365 |
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$ |
.750 |
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$ |
.730 |
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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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Six Months Ended |
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June 30, |
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June 30, |
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2007 |
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2006 |
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Cash flows from operating activities, net |
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$ |
23,798 |
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$ |
69,446 |
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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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42,070 |
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29,369 |
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Purchases of equity securities |
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(18,855 |
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Purchases of securities with fixed maturities |
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(20,328 |
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(3,301 |
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Purchases of rental furniture |
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(48,707 |
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(54,906 |
) |
Sales of rental furniture |
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31,442 |
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35,649 |
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Additions to condominium construction in process |
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(10,680 |
) |
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(5,891 |
) |
Other, net |
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(1,806 |
) |
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(1,277 |
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Net cash flows from investing activities |
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(8,009 |
) |
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(19,212 |
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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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4,400 |
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9,600 |
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Payment of cash dividends |
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(5,340 |
) |
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(5,198 |
) |
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Net cash flows from financing activities |
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(940 |
) |
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4,402 |
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Increase in cash and cash equivalents |
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14,849 |
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|
54,636 |
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Cash and cash equivalents beginning of period |
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1,257,351 |
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1,194,113 |
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Cash and cash equivalents end of period |
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$ |
1,272,200 |
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$ |
1,248,749 |
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Supplementary information: |
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Interest paid during period |
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$ |
1,085 |
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$ |
1,472 |
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Income taxes paid, net, during period |
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56,469 |
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|
9,973 |
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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.
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
46 through 58 of its 2006 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 46 through 48.
In July 2006, the Financial Accounting Standards Board (the FASB) issued Interpretation No.
48, Accounting for Uncertainty in Income Taxes an interpretation of FASB Statement No. 109 (FIN
48), which clarifies the accounting for uncertainty of income tax positions taken or expected to
be taken in income tax returns when it is more likely than not that an examination of a companys
tax returns will result in the assessment of additional taxes. FIN 48 requires the recognition in
the financial statements of the impact of the tax position based on the technical merits of the
position, as well as expanded disclosure, if applicable, in the notes to the companys financial
statements. In connection with the implementation of FIN 48, a company is required to adjust its
opening retained earnings balance for the aggregate impact of the uncertain tax positions that
existed as of that date. Wescos implementation of the provisions of FIN 48 as of the beginning of
2007 had no material impact on the accompanying condensed consolidated financial statements.
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
June 30, 2007 are likely to have a material effect on reported shareholders equity.
-7-
Note 2.
The following table sets forth Wescos consolidated comprehensive income for the three- and
six-month periods ended June 30, 2007 and 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Net income |
|
$ |
27,761 |
|
|
$ |
23,747 |
|
|
$ |
50,344 |
|
|
$ |
47,162 |
|
Increase (decrease) in unrealized appreciation of
investments, net of income tax effect of $10,977,
($353), $3,910 and $10,144 |
|
|
20,227 |
|
|
|
(856 |
) |
|
|
7,300 |
|
|
|
8,294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
47,988 |
|
|
$ |
22,891 |
|
|
$ |
57,644 |
|
|
$ |
55,456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 3.
Following is a summary of securities with fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
Dec. 31, |
|
|
|
2007 |
|
|
2006 |
|
Amortized cost |
|
$ |
59,584 |
|
|
$ |
81,243 |
|
Gross unrealized gains |
|
|
1,124 |
|
|
|
633 |
|
Gross unrealized losses |
|
|
(2 |
) |
|
|
(15 |
) |
|
|
|
|
|
|
|
Fair value |
|
$ |
60,706 |
|
|
$ |
81,861 |
|
|
|
|
|
|
|
|
Following is a summary of marketable equity securities (all common stocks):
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
Dec. 31, |
|
|
|
2007 |
|
|
2006 |
|
Total cost |
|
$ |
511,004 |
|
|
$ |
511,004 |
|
Gross unrealized gains |
|
|
540,250 |
|
|
|
529,546 |
|
Gross unrealized losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value |
|
$ |
1,051,254 |
|
|
$ |
1,040,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value: |
|
|
|
|
|
|
|
|
The Procter & Gamble Company |
|
$ |
437,784 |
|
|
$ |
459,820 |
|
The Coca-Cola Company |
|
|
376,925 |
|
|
|
347,670 |
|
American Express Company |
|
|
118,879 |
|
|
|
117,888 |
|
Other |
|
|
117,666 |
|
|
|
115,172 |
|
|
|
|
|
|
|
|
Fair value |
|
$ |
1,051,254 |
|
|
$ |
1,040,550 |
|
|
|
|
|
|
|
|
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 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. 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.
Included in other liabilities on the accompanying condensed consolidated balance sheet is
$1,087 as of June 30, 2007, representing the remaining unpaid balance resulting from provisions
previously recorded by PBP in the aggregate amount of $2,863 ($1,718, after taxes), including $750
($450, after taxes), recorded in the second quarter of 2006, representing the estimated share of
PBPs costs of remediation agreed to with governmental entities and other parties, and related
expenses, as well as estimated costs and expenses associated with matters discussed below. Several
of PBPs and Precision Steels insurers have undertaken the cost of their defense and have agreed
to indemnify them within the policy limits in connection with the matters, but have reserved
their rights retroactively to decline coverage and receive reimbursement of amounts paid. To
date, PBP has recovered $724 ($434, after taxes) from its insurers, for fees and costs it had
advanced before the insurers agreed to undertake PBPs defense in certain of the matters.
PBP, Precision Steel, and other parties have been named in several civil lawsuits brought by
and on behalf of area residents relating to this alleged contamination. Muniz v. Precision
Brand Products, Inc., et al., filed in April 2004 in the U.S. District Court for the Northern
District of Illinois (the Court), is a class action alleging that PBP and the other defendants
caused diminution in property values of nearby homes and put the residents at an increased risk of
contracting cancer. The Court granted the plaintiffs motion to certify the class on liability
issues, but not on damages. Late in 2006, the plaintiffs agreed, in arbitration, to a group
settlement aggregating $15,750, following which each of the thirteen plaintiffs, including PBP,
deposited $1,211 into an escrow account. After approval of the agreement by the Court, the funds
were released to the plaintiffs. Following mediation among the defendants, $1,812 was allocated to
PBP as its ultimate share of the settlement, following which PPB reimbursed the other plaintiffs
$601. PBP is in process of negotiating with its various insurers, and is hopeful that it will
ultimately collect a significant portion of the $1,812 from them.
In Bendik v. Precision Brand Products, Inc. and Precision Steel Warehouse, Inc., filed
in May 2003 in the Circuit Court of Cook County, Illinois, the plaintiff claims that her exposure
to contaminants allegedly released by PBP and Precision Steel caused her to contract cancer. The
plaintiff seeks compensatory and punitive damages of $12,500. PBP and Precision Steel have filed
third party actions against a number of other companies who were or are located in the industrial
park. Because settlement mediation and independent discussions were unsuccessful, and the first
phase of sampling, recently undertaken, has provided inconclusive information as to the extent to
which contamination from the industrial park may have migrated to the pumping wells that served the
plaintiffs home, expert discovery is proceeding. The Court has assigned the case out for another
round of settlement mediation. PBP is negotiating coverage matters with its insurers.
Pote vs. Precision Brand Products, Inc. and Precision Steel Warehouse, Inc., filed in
December 2004 in the same court as the Bendik matter, is a wrongful death action brought by the
Estate of Ralph Pote against PBP and Precision
Dollar amounts in thousands except for amounts per share
-9-
Steel, and other companies who were or are located in the industrial park, alleging that the
defendants released contaminants into the soil and groundwater and that exposure to such
contaminants was ultimately responsible for the death of Mr. Pote. The case was recently settled in
mediation for $1,250 against all defendants. PBPs and Precision Steels share of the settlement
was not material and was substantially covered by insurance.
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 June 30, 2007,
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
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 5.
Following is condensed consolidated financial information for Wesco, by business segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Insurance segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
36,133 |
|
|
$ |
31,486 |
|
|
$ |
72,216 |
|
|
$ |
67,547 |
|
Net income |
|
|
20,607 |
|
|
|
16,049 |
|
|
|
38,078 |
|
|
|
32,529 |
|
Assets at end of period |
|
|
2,388,676 |
|
|
|
2,207,588 |
|
|
|
2,388,676 |
|
|
|
2,207,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture rental segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
103,064 |
|
|
$ |
103,020 |
|
|
$ |
200,522 |
|
|
$ |
201,638 |
|
Net income |
|
|
6,820 |
|
|
|
7,585 |
|
|
|
11,536 |
|
|
|
13,636 |
|
Assets at end of period |
|
|
258,068 |
|
|
|
271,032 |
|
|
|
258,068 |
|
|
|
271,032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
15,821 |
|
|
$ |
15,564 |
|
|
$ |
31,728 |
|
|
$ |
33,285 |
|
Net income |
|
|
374 |
|
|
|
44 |
|
|
|
735 |
|
|
|
939 |
|
Assets at end of period |
|
|
23,115 |
|
|
|
18,874 |
|
|
|
23,115 |
|
|
|
18,874 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill of acquired businesses (included in assets) |
|
$ |
266,607 |
|
|
$ |
266,607 |
|
|
$ |
266,607 |
|
|
$ |
266,607 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other items unrelated to business segments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
1,238 |
|
|
$ |
1,178 |
|
|
$ |
2,471 |
|
|
$ |
2,328 |
|
Net income (loss) |
|
|
(40 |
) |
|
|
69 |
|
|
|
(5 |
) |
|
|
58 |
|
Assets at end of period |
|
|
72,699 |
|
|
|
51,670 |
|
|
|
72,699 |
|
|
|
51,670 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated totals: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
156,256 |
|
|
$ |
151,248 |
|
|
$ |
306,937 |
|
|
$ |
304,798 |
|
Net income |
|
|
27,761 |
|
|
|
23,747 |
|
|
|
50,344 |
|
|
|
47,162 |
|
Assets at end of period |
|
|
3,009,165 |
|
|
|
2,815,771 |
|
|
|
3,009,165 |
|
|
|
2,815,771 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 22 through 36 of the Form 10-K Annual Report filed by
Wesco Financial Corporation (Wesco) for the year 2006 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 June 30, 2007, with relatively little debt
and no hedging. Liquidity, which has traditionally been high, has been even higher than usual for
the past several years due principally to sales, maturities and redemptions of fixed-maturity
investments, and reinvestment of the proceeds in cash equivalents pending redeployment.
Results of Operations
Consolidated after-tax earnings improved for the second quarter and first six months of 2007
from the figures reported for the 2006 periods due mainly to increased investment income earned by
the insurance businesses principally as a result of higher interest rates on short-term
investments, and increased underwriting income, partially offset by 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.
FINANCIAL CONDITION
Wescos shareholders equity at June 30, 2007 was $2.45 billion ($344 per share), up from
$2.40 billion ($337 per share) at December 31, 2006. Shareholders equity included $352 million at
June 30, 2007, and $345 million at December 31, 2006, 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,
amounted to $1.27 billion at June 30, 2007, essentially unchanged from the $1.26 billion at
December 31, 2006.
Wescos consolidated borrowings totaled $42.6 million at June 30, 2007 versus $38.2 million at
December 31, 2006. The increase in borrowings related to a revolving credit facility used in the
furniture rental business.
In addition to the recorded debt, the liability for unpaid losses and loss adjustment expenses
of Wescos insurance businesses totaled $78.5 million at June 30, 2007, versus $78.3 million at
December 31, 2006. In addition to this recorded debt, Wesco and its subsidiaries have operating
lease and other contractual
-11-
obligations which, at June 30, 2007, were essentially unchanged from
the $147.4 million included in the table of off-balance sheet arrangements and contractual
obligations appearing on page 32 of its Form 10-K Annual Report for the year ended December 31,
2006.
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 (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 |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Insurance segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting |
|
$ |
4,313 |
|
|
$ |
3,733 |
|
|
$ |
6,210 |
|
|
$ |
5,555 |
|
Investment income |
|
|
16,294 |
|
|
|
12,316 |
|
|
|
31,868 |
|
|
|
26,974 |
|
Furniture rental segment |
|
|
6,820 |
|
|
|
7,585 |
|
|
|
11,536 |
|
|
|
13,636 |
|
Industrial segment |
|
|
374 |
|
|
|
44 |
|
|
|
735 |
|
|
|
939 |
|
Nonsegment items |
|
|
(40 |
) |
|
|
69 |
|
|
|
(5 |
) |
|
|
58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income |
|
$ |
27,761 |
|
|
$ |
23,747 |
|
|
$ |
50,344 |
|
|
$ |
47,162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-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. (Berkshire), Wescos ultimate parent company. Following
is a summary of the results of segment operations, which represents the combination of underwriting
results with dividend and interest income. (Amounts are in thousands.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Insurance premiums written - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance |
|
$ |
10,142 |
|
|
$ |
8,060 |
|
|
$ |
17,062 |
|
|
$ |
15,520 |
|
Primary |
|
|
4,597 |
|
|
|
4,793 |
|
|
|
10,028 |
|
|
|
10,541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
14,739 |
|
|
$ |
12,853 |
|
|
$ |
27,090 |
|
|
$ |
26,061 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance premiums earned - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance |
|
$ |
8,135 |
|
|
$ |
8,051 |
|
|
$ |
17,204 |
|
|
$ |
17,893 |
|
Primary |
|
|
4,793 |
|
|
|
5,271 |
|
|
|
9,614 |
|
|
|
10,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
12,928 |
|
|
|
13,322 |
|
|
|
26,818 |
|
|
|
28,531 |
|
Insurance losses, loss adjustment expenses and
underwriting expenses |
|
|
6,292 |
|
|
|
7,579 |
|
|
|
17,264 |
|
|
|
19,985 |
|
Underwriting gain, before income taxes -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance |
|
|
2,937 |
|
|
|
5,139 |
|
|
|
3,150 |
|
|
|
4,687 |
|
Primary |
|
|
3,699 |
|
|
|
604 |
|
|
|
6,404 |
|
|
|
3,859 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
6,636 |
|
|
|
5,743 |
|
|
|
9,554 |
|
|
|
8,546 |
|
Income taxes |
|
|
2,323 |
|
|
|
2,010 |
|
|
|
3,344 |
|
|
|
2,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting gain |
|
$ |
4,313 |
|
|
$ |
3,733 |
|
|
$ |
6,210 |
|
|
$ |
5,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2007, in-force reinsurance business consisted of the participation in three pools
of aviation-related risks: hull and liability pools, each to the extent of 16.67%, and a workers
compensation pool to the extent of 5%. In 2006, in-force reinsurance consisted of participation in
the same pools of aviation-related risks, with the participation in the hull and liability pools at
the 12.5% level. 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 aviation-related 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 ceding pools. Wesco reported in its Quarterly Report
on Form 10-Q for the quarter ended March 31, 2006, that its insurance segment had written
reinsurance premiums of $13.5 million for that quarter. In the Companys Form 10-Q for the second
quarter of 2006, it was reported that management had determined that the written premium figure
that had been reported for the first quarter had been based on an estimate which caused written
premiums to be overstated by $6.1 million for the first quarter. Reinsurance premiums written for
the second quarter of 2006, as disclosed in that quarters Form 10-Q, included an adjustment with
respect to
the March estimate, resulting in the reduction by $6.1 million of written premiums reported
for the second quarter. The adjustment did not affect written reinsurance premiums for the
six-month period. Inasmuch as underwriting gain is determined based on earned, not written,
premiums, neither the accrual of written premiums as of the end of the first quarter, nor the
adjustment recorded in the second quarter, significantly affected underwriting results for either
quarterly period of 2006. For comparative purposes with the 2007 figure in the foregoing table,
reinsurance premiums written for the second quarter of 2006 are higher by $6.1 million than the
amount reported in the Form 10-Q for the quarter ended June 30, 2006.
-13-
Reinsurance premiums written for the 2007 periods increased $2.1 million (25.8%) for the
second quarter, and $1.5 million (9.9%) for the first six months, over the corresponding 2006
figures reported above. Reinsurance premiums written in the first quarter of 2007 decreased $0.5
million (7.2%) from the 2006 figure. These results occurred despite the 33.3% increase in the
percentage by which Wes-FIC has participated in the hull and liability pools during 2007. As
competition has intensified, the pools have continued to exercise underwriting discipline by not
writing policies where pricing was deemed inadequate with respect to the risks assumed.
Earned reinsurance premiums increased $0.1 million (1.0%) for the second quarter of 2007, but
decreased $0.7 million (3.9%) for the first six months, as compared with premiums earned for the
corresponding periods of 2006. 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 period to period.
Primary insurance premiums written decreased $0.2 million (4.1%) for the second quarter and
$0.5 million (4.9%) for the first six months of 2007, from the corresponding 2006 amounts. Earned
primary insurance premiums decreased $0.5 million (9.1%) for the second quarter and $1.0 million
(9.6%) for the first six months of 2007, from those of the corresponding 2006 periods. The
decreases were attributable principally to intensified price competition. KBS, like its parent
companies, exercises discipline in its underwriting and does not write business when pricing is
deemed inadequate with respect to the risks assumed.
Management believes that underwriting gain or loss is an important measure of financial
performance of insurance companies. The sum of insurance losses and loss adjustment expenses, and
underwriting expenses, divided by premiums, 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. The ratio is figured on a pre-tax basis.
Underwriting results of Wescos insurance segment have generally been favorable, but have
fluctuated from period to period for various reasons, including competitiveness of pricing in terms
of premiums charged for risks assumed, and volatility of losses incurred. The pre-tax underwriting
gain from reinsurance activities declined by $2.2 million for the second quarter, and $1.5 million
for the first six months of 2007, from the corresponding 2006 figures. Reinsurance results for the
first six months of 2006 reflect $0.8 million of reserve development relating to 2005, recorded in
the first quarter. The combined ratios from reinsurance activities were 63.9% and 36.2% for the
second quarters of 2007 and 2006, and 73.8% and 81.7 % for the corresponding six-month periods. The
unusually low ratio for the second quarter of 2006 reflects lower aviation-related losses and
expenses than those of the other periods. Otherwise, the fluctuations in the combined ratios were
not meaningful.
Combined ratios from primary insurance were 22.8% and 88.5 % for the second quarters of 2007
and 2006,
and 33.4% and 63.7% for the respective six-month periods. The improvement in the combined ratios
for each of the 2007 periods was due principally to favorable reserve development of $0.9 million,
net, recorded in the second quarter. That figure was attributable to $1.9 million of favorable
development following a court decision relating to a loss recorded in 2005, partially offset by
unfavorable development of $1.0 million relating to a claim originally reported to KBS in 2003. It
should be noted that the profitability of an insurance arrangement is better assessed after all
losses and expenses have been realized, perhaps many years after the coverage period, rather than
for any given quarterly reporting period.
-14-
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 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 |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Investment income, before taxes |
|
$ |
23,205 |
|
|
$ |
18,011 |
|
|
$ |
45,398 |
|
|
$ |
39,016 |
|
Income taxes |
|
|
6,911 |
|
|
|
5,695 |
|
|
|
13,530 |
|
|
|
12,042 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income, after taxes |
|
$ |
16,294 |
|
|
$ |
12,316 |
|
|
$ |
31,868 |
|
|
$ |
26,974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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). Pre-tax investment
income for the second quarter and first six months of 2007 increased $5.2 million (28.8%) and $6.4
million (16.4 %), respectively, from the corresponding 2006 figures due principally to higher
interest rates earned on short-term investments in 2007.
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 |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture rentals |
|
$ |
85,830 |
|
|
$ |
83,992 |
|
|
$ |
165,776 |
|
|
$ |
162,696 |
|
Furniture sales |
|
|
15,125 |
|
|
|
17,069 |
|
|
|
31,442 |
|
|
|
35,649 |
|
Service fees |
|
|
2,109 |
|
|
|
1,959 |
|
|
|
3,304 |
|
|
|
3,293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
103,064 |
|
|
|
103,020 |
|
|
|
200,522 |
|
|
|
201,638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of rentals, sales and fees |
|
|
22,940 |
|
|
|
25,266 |
|
|
|
45,961 |
|
|
|
50,592 |
|
Selling, general and administrative expenses |
|
|
67,983 |
|
|
|
64,782 |
|
|
|
134,405 |
|
|
|
126,998 |
|
Interest expense |
|
|
624 |
|
|
|
671 |
|
|
|
1,187 |
|
|
|
1,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
91,547 |
|
|
|
90,719 |
|
|
|
181,553 |
|
|
|
178,848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
11,517 |
|
|
|
12,301 |
|
|
|
18,969 |
|
|
|
22,790 |
|
Income taxes |
|
|
4,697 |
|
|
|
4,716 |
|
|
|
7,433 |
|
|
|
9,154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment net income |
|
$ |
6,820 |
|
|
$ |
7,585 |
|
|
$ |
11,536 |
|
|
$ |
13,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-15-
Furniture
rental revenues for the second quarter of 2007 increased $1.8 million (2.2%) from
those of the second quarter of 2006, and for the first six months of 2007, by $3.1 million (1.9%)
from those of the first six months of 2006. Excluding $11.6 million and $10.6 million of rental
revenues from trade shows and from locations not in operation throughout each of the three-month
periods, and $22.8 million and $19.8 million of similar revenues for each of the six-month periods,
rental revenues were relatively unchanged from those of the second quarter and six-month periods of
last year. The number of furniture leases outstanding at the end of the second quarter of 2007 was
1.6% lower than at the end of the second quarter of 2006. The decrease in the number of outstanding
leases continues a trend that developed late in 2006, believed to be due principally to
non-renewals of leases generated in the aftermath of hurricanes Katrina and Rita, increased
interest rates and energy prices, and customer uncertainty as to future economic conditions.
Despite the continued decline in the number of furniture leases outstanding, the furniture rental
revenues have grown due mainly to an increase in tradeshow demand and improved pricing.
Furniture sales revenues for the second quarter of 2007 decreased $1.9 million (11.4%) from
those of the second quarter of 2006, and for the first six months of 2007, by $4.2 million (11.8%)
from those of the first six months of 2006. The decreases are believed to be attributed principally
to the continued softening of the housing market and higher energy prices that have contributed to
an industry-wide decline in retail furniture sales.
Service fees for the second quarter and first six months of 2007 were relatively unchanged
from those reported for the second quarter and first six months of 2006. Traditionally, the
furniture segment has concentrated the marketing efforts of its relocation services towards
individual residential customers. Late last year, CORT began a new initiative to expand the variety
of its relocation services, and it redirected the thrust of this activity towards providing these
services to corporate relocation departments for their relocating employees in need of temporary or
longer-term housing. Management is hopeful that the expansion of facilities and personnel devoted
to the relocation service as well as the change in focus of its relocation activities will result
in profitable long-term revenue growth.
Cost of rentals, sales and fees amounted to 22.3% and 22.9% of revenues for the second quarter
and first six months of 2007, versus 24.5% and 25.1% for the corresponding periods of 2006. The
decrease in costs as a percentage of revenues was 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 second
quarter of 2007 increased $3.2 million (4.9%) from those reported for the second quarter of 2006,
and $7.3 million (5.7%) from those reported for the first six months of 2006. The increase in
operating expenses in 2007 was due principally to an increase in personnel devoted to the rental
relocation service as CORT redirects its marketing efforts to target corporate clients, and other
related expenses.
Operating expenses as a percentage of revenues increased from 63.5% for the second quarter and
63.6% for the first six months of 2006, to 66.6% for the second quarter and 67.6% for the first six
months of 2007. The increases were principally attributable to the increased operating expenses and
the softness of retail revenues.
Income before income taxes for the furniture rental segment amounted to $11.5 million for the
second quarter and $19.0 million for the first six months of 2007, versus $12.3 million for the
second quarter and $22.8 million for the first six months of 2006. The 6.5% decrease in pre-tax
operating results for the second quarter, and 17.1% decrease for the first six months of 2007, were
principally attributable to the significant increases in personnel-related expenses, offset
somewhat by increased gross profits resulting from changes in revenue mix.
-16-
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 |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Revenues |
|
$ |
15,821 |
|
|
$ |
15,564 |
|
|
$ |
31,728 |
|
|
$ |
33,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
633 |
|
|
$ |
60 |
|
|
$ |
1,231 |
|
|
$ |
1,410 |
|
Income taxes |
|
|
259 |
|
|
|
16 |
|
|
|
496 |
|
|
|
471 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment net income |
|
$ |
374 |
|
|
$ |
44 |
|
|
$ |
735 |
|
|
$ |
939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reference is made to pages 29 and 30 of Wescos 2006 Annual Report on Form 10-K for
information about Wescos industrial segment, including the challenges affecting the domestic steel
service industry since approximately 2000.
Industrial segment revenues for the second quarter of 2007 increased $0.3 million (1.7%), but
decreased $1.6 million (4.7%) for the first six months, as compared with revenues of the
corresponding 2006 periods. In the first quarter of 2006, Precision Steels Precision Brand
Products subsidiary made an extraordinarily large sale of toolroom supplies to a single customer.
Excluding that transaction, industrial segment revenues decreased $0.7 million (2.1%) for the first
six months of 2007 from those of the corresponding period of 2006. Sales volume, in terms of pounds
sold, decreased 17.2% for the second quarter, and 19.2% for the first six months of 2007, from
sales volume of the corresponding 2006 periods. The relative stability of revenues for the current
periods versus those of the corresponding periods last year has been attributable principally to
ongoing increases, approximating 20%, in average selling prices per pound over the past eighteen
months.
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 the second quarter and first six
months of 2006 reflect a charge for estimated costs relating to this matter of $0.8 million ($0.5
million, after taxes). No similar costs were incurred in the 2007 periods.
Income before income taxes of the industrial segment increased $0.6 million for the second
quarter of 2007,
but decreased $0.2 million for the first six months, from the corresponding 2006 figures.
Excluding the aforementioned litigation-related expense recorded in the second quarter of 2006,
income before income taxes of the industrial segment decreased $0.2 million for the second quarter
and $0.9 million for the first six months of 2007, from the pre-tax figures of the corresponding
periods of 2006. The decreases in these figures, and in net income, resulted principally from the
decreases in gross profit as a percentage of revenues, from 18.2% for the second quarter and 18.7%
for the first six months of 2006, to 16.7% for each of the corresponding periods of 2007, as well
as the decrease in first quarter revenues.
* * * * *
-17-
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 34.1% and 34.5% for the quarters ended June 30, 2007 and June 30, 2006, and 33.3% and 34.4% for
the respective six-month periods.
OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
Reference is made to page 32 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, 2006, 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 2006. At June 30, 2007, 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, 2006.
CRITICAL ACCOUNTING POLICIES AND PRACTICES
Reference is made to pages 32 to 34 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, 2006 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 46
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 June 30, 2007.
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, 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 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.
-18-
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: August 3, 2007
|
|
By:
|
|
/s/ Jeffrey L. Jacobson
Jeffrey L. Jacobson
|
|
|
|
|
|
|
Vice President and |
|
|
|
|
|
|
Chief Financial Officer |
|
|
|
|
|
|
(principal financial officer) |
|
|
-19-