e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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Quarterly report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 |
For the quarterly period ended June 30, 2009
or
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o |
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Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission file number 1-4720
WESCO FINANCIAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
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DELAWARE
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95-2109453 |
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(State or other jurisdiction of
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) (Zip Code)
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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 has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files).
Yes o 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):
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Large Accelerated filer o
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Accelerated filer þ
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Non-Accelerated filer o
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Smaller reporting company o |
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(Do not check if smaller reporting company) |
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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 July 31, 2009
PART I. FINANCIAL INFORMATION
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Reference is made to Item 7A, Quantitative and Qualitative Disclosures About Market Risk,
appearing on pages 37 39 of the Form 10-K Annual Report for the year ended December 31, 2008,
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, 2009.
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 June 30, 2009. 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 control over financial reporting during the quarter ended June
30, 2009 that have materially affected or are reasonably likely to materially affect the internal
control over financial reporting.
-2-
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Shareholders.
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 6, 2009, 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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6,648,652 |
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296,816 |
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Carolyn H. Carlburg |
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6,867,080 |
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78,388 |
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Robert E. Denham |
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6,749,051 |
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196,418 |
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Robert T. Flaherty |
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6,910,140 |
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35,328 |
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Peter D. Kaufman |
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6,914,051 |
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31,417 |
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Elizabeth Caspers Peters |
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6,928,233 |
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17,236 |
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Item 6. Exhibits
31 (a) Certification Pursuant to Rule 13a-14 under the Securities Exchange Act
of 1934, as amended (Chief Executive Officer) |
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31 (b) Certification Pursuant to Rule 13a-14 under the Securities Exchange Act
of 1934, as amended (Chief Financial Officer) |
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32 (a) Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (Chief Executive Officer) |
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32 (b) Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (Chief Financial Officer) |
-3-
WESCO FINANCIAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollar amounts in thousands)
(Unaudited)
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June 30, |
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Dec. 31, |
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2009 |
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2008 |
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ASSETS |
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Cash and cash equivalents |
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$ |
382,198 |
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$ |
297,643 |
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Investments |
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Securities with fixed maturities |
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31,260 |
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28,656 |
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Equity securities |
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1,763,907 |
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1,868,293 |
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Receivable from affiliates |
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185,542 |
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133,396 |
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Rental furniture |
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196,993 |
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217,597 |
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Goodwill of acquired businesses |
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278,017 |
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277,742 |
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Other assets |
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232,536 |
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227,368 |
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$ |
3,070,453 |
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$ |
3,050,695 |
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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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$ |
240,973 |
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$ |
164,424 |
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Unaffiliated business |
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48,846 |
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50,844 |
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Unearned insurance premiums |
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Affiliated business |
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135,124 |
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94,544 |
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Unaffiliated business |
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13,274 |
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13,251 |
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Deferred furniture rental income and security deposits |
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15,255 |
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17,674 |
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Notes payable |
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34,200 |
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40,400 |
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Income taxes payable, principally deferred |
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184,772 |
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230,657 |
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Other liabilities |
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58,701 |
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61,145 |
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731,145 |
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672,939 |
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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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87,050 |
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152,763 |
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Retained earnings |
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2,218,934 |
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2,191,669 |
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Total shareholders equity |
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2,339,308 |
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2,377,756 |
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$ |
3,070,453 |
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$ |
3,050,695 |
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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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2009 |
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2008 |
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2009 |
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2008 |
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Revenues: |
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Furniture rentals |
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$ |
81,365 |
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$ |
87,827 |
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$ |
164,064 |
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$ |
168,543 |
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Sales and service revenues |
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26,546 |
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34,329 |
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55,051 |
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67,077 |
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Insurance premiums earned |
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Affiliated business |
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69,720 |
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61,143 |
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145,304 |
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82,935 |
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Unaffiliated business |
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7,582 |
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9,035 |
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11,295 |
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13,623 |
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Dividend and interest income |
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16,286 |
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18,011 |
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35,590 |
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37,342 |
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Other |
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1,016 |
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997 |
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2,013 |
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2,018 |
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202,515 |
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211,342 |
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413,317 |
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371,538 |
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Costs and expenses: |
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Cost of products and services sold |
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32,653 |
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37,488 |
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68,191 |
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73,255 |
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Insurance losses and loss adjustment expenses |
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Affiliated business |
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54,953 |
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43,207 |
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100,940 |
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55,476 |
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Unaffiliated business |
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1,644 |
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4,618 |
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3,967 |
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8,038 |
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Insurance underwriting expenses |
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Affiliated business |
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20,477 |
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18,751 |
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42,436 |
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24,611 |
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Unaffiliated business |
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3,212 |
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3,043 |
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4,472 |
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5,241 |
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Selling, general and administrative expenses |
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74,321 |
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74,174 |
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153,245 |
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146,388 |
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Interest expense |
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205 |
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412 |
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460 |
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939 |
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187,465 |
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181,693 |
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373,711 |
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313,948 |
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Income before income taxes |
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15,050 |
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29,649 |
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39,606 |
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57,590 |
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Income taxes |
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2,120 |
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8,076 |
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6,717 |
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15,300 |
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Net income |
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12,930 |
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21,573 |
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32,889 |
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42,290 |
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Retained earnings beginning of period |
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2,208,816 |
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2,138,493 |
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2,191,669 |
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2,120,518 |
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Cash dividends declared and paid |
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(2,812 |
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(2,740 |
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(5,624 |
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(5,482 |
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Retained earnings end of period |
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$ |
2,218,934 |
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$ |
2,157,326 |
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$ |
2,218,934 |
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$ |
2,157,326 |
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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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$ |
1.82 |
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$ |
3.03 |
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$ |
4.62 |
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$ |
5.94 |
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Cash dividends |
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$ |
.395 |
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$ |
.385 |
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$ |
.790 |
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$ |
.770 |
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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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2009 |
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2008 |
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Cash flows from operating activities, net |
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$ |
94,141 |
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$ |
75,706 |
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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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2,513 |
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2,395 |
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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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(4,238 |
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Purchases of rental furniture |
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(22,922 |
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(51,184 |
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Sales of rental furniture |
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32,559 |
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30,329 |
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Additions to condominium construction in process |
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(3,157 |
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(17,611 |
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Acquisitions of businesses, net of cash acquired |
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(878 |
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(4,916 |
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Other, net |
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(1,760 |
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(3,677 |
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Net cash flows from investing activities |
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2,117 |
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(74,060 |
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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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(6,200 |
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16,000 |
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Payment of cash dividends |
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(5,624 |
) |
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(5,482 |
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Net cash flows from financing activities |
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(11,824 |
) |
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10,518 |
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Effect of foreign currency exchange rate changes |
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121 |
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Increase in cash and cash equivalents |
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84,555 |
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12,164 |
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Cash and cash equivalents beginning of period |
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297,643 |
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526,722 |
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Cash and cash equivalents end of period |
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$ |
382,198 |
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$ |
538,886 |
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Supplementary information: |
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Interest paid during period |
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$ |
520 |
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$ |
978 |
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Income taxes paid, net, during period |
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6,108 |
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16,520 |
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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 preparing these financial statements, management has evaluated events and
transactions for potential recognition or disclosure through August 7, 2009. 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 48 through 60 of its 2008 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 48 through 52.
Consolidated Federal income tax return liabilities have been settled with the
Internal Revenue Service (the IRS) through 1998. The IRS has completed its audit of the Federal
tax returns for the years 1999 through 2004. The examination for these years is currently in the
IRS appeals process. The IRS is currently auditing the 2005 and 2006 Federal tax returns. Wesco
management believes that the ultimate outcome of the Federal income tax audits will not materially
affect Wescos consolidated financial statements.
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, 2009 are likely to have a material effect on reported shareholders equity.
Note 2. Investments
Following is a summary of investments in securities with fixed maturities:
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June 30, 2009 |
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December 31, 2008 |
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|
|
|
|
|
Estimated Fair |
|
|
|
|
|
|
Estimated Fair |
|
|
|
Amortized Cost |
|
|
(Carrying) Value |
|
|
Amortized Cost |
|
|
(Carrying) Value |
|
Mortgage-backed securities |
|
$ |
21,003 |
|
|
$ |
22,574 |
|
|
$ |
21,894 |
|
|
$ |
22,886 |
|
Other, principally U.S.
government obligations |
|
|
8,231 |
|
|
|
8,686 |
|
|
|
5,606 |
|
|
|
5,770 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
29,234 |
|
|
$ |
31,260 |
|
|
$ |
27,500 |
|
|
$ |
28,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At periods ended June 30, 2009 and December 31, 2008, the estimated fair values of securities
with fixed maturities contained no unrealized losses.
-7-
Following is a summary of investments in marketable equity securities (all common stocks):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2009 |
|
|
December 31, 2008 |
|
|
|
|
|
|
|
Fair (Carrying) |
|
|
|
|
|
|
Fair (Carrying) |
|
|
|
Cost |
|
|
Value |
|
|
Cost |
|
|
Value |
|
The Proctor & Gamble Company |
|
$ |
372,480 |
|
|
$ |
318,864 |
|
|
$ |
372,480 |
|
|
$ |
385,757 |
|
The Coca-Cola Company |
|
|
40,761 |
|
|
|
345,797 |
|
|
|
40,761 |
|
|
|
326,198 |
|
Wells Fargo & Company |
|
|
382,779 |
|
|
|
306,724 |
|
|
|
382,779 |
|
|
|
372,722 |
|
Kraft Foods Incorporated |
|
|
325,816 |
|
|
|
253,400 |
|
|
|
325,816 |
|
|
|
268,500 |
|
US Bancorp |
|
|
266,940 |
|
|
|
179,200 |
|
|
|
266,940 |
|
|
|
250,100 |
|
Other |
|
|
243,661 |
|
|
|
359,922 |
|
|
|
243,661 |
|
|
|
265,016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,632,437 |
|
|
$ |
1,763,907 |
|
|
$ |
1,632,437 |
|
|
$ |
1,868,293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total unrealized losses included in fair values of equity securities at periods ending June
30, 2009 and December 31, 2008 totaled $335,137 and $164,054, principally related to securities in
unrealized loss positions for less than twelve months as of those dates.
Other equity securities includes an investment of $205,000, at cost, in shares of 10%
newly-issued cumulative perpetual preferred stock of The Goldman Sachs Group, Inc. (GS) and
warrants to acquire up to approximately 1.78 million shares of GS common stock, at any time until
they expire on October 1, 2013, at a price of $115 per share. The investment was made in
connection with an investment made by other Berkshire Hathaway subsidiaries late in 2008. GS has
the right to call the preferred shares for redemption at any time at a premium of 10%.
Note 3. Comprehensive income
The following table sets forth Wescos consolidated comprehensive income for the
three- and six-month periods ended June 30, 2009 and 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Net income |
|
$ |
12,930 |
|
|
$ |
21,573 |
|
|
$ |
32,889 |
|
|
$ |
42,290 |
|
Foreign currency translation adjustment, net of tax* |
|
|
1,125 |
|
|
|
17 |
|
|
|
951 |
|
|
|
54 |
|
Increase (decrease) in unrealized appreciation of investments,
net of income tax effect of $111,604, ($90,325), ($35,118),
and ($113,864) |
|
|
210,331 |
|
|
|
(167,167 |
) |
|
|
(66,664 |
) |
|
|
(210,764 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income (loss) |
|
$ |
224,386 |
|
|
$ |
(145,577 |
) |
|
$ |
(32,824 |
) |
|
$ |
(168,420 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
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. |
Dollar amounts in thousands, except for amounts per share
-8-
Note 4. Fair value measurements
Following is a summary of Wescos financial instruments measured at fair value as of
June 30, 2009 on a recurring basis by the type of inputs applicable to fair value measurement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Fair |
|
Fair Value Measurements Using |
|
|
Value |
|
(Level 1) |
|
(Level 2) |
|
(Level 3) |
Investments in fixed-maturity securities |
|
$ |
31,260 |
|
|
$ |
|
|
|
$ |
31,260 |
|
|
$ |
|
|
Investments in equity securities |
|
|
1,763,907 |
|
|
|
1,467,620 |
|
|
|
|
|
|
|
296,287 |
|
Level 1 inputs represent unadjusted quoted prices in active markets for identical assets.
Level 2 inputs represent observable inputs other than Level 1 prices, such as quoted prices for
similar assets or liabilities, or quoted prices in markets that are not active. Fair values for
Wescos investments in fixed maturity securities are based primarily on market prices and market
data available for instruments with similar characteristics since there are not active markets for
many of the Companys investments.
Level 3 inputs include unobservable inputs used in the measurement of assets. Measurement of the
fair values of the non-exchange traded investments are based on a standard warrant valuation model
or a discounted cash flow model, as applicable, which are techniques believed to be widely used by
other market participants. Significant assumptions inherent in the warrant valuation model include
an estimated stock price volatility factor, dividend and interest rate assumptions, and the
estimated term of the warrants. Significant assumptions used in a discounted cash flow model
include the discount rate and the estimated duration of the instrument. There have been no
significant changes in the valuation techniques used at the end of the current period from those
used at yearend 2008.
Following is a summary of Wescos assets and liabilities measured at fair value, with the use
of significant unobservable inputs (Level 3):
|
|
|
|
|
|
|
Investments |
|
|
|
in equity |
|
|
|
securities |
|
Balance as of December 31, 2008 |
|
$ |
209,510 |
|
Unrealized gains on level 3 investments, included in other comprehensive income |
|
|
86,777 |
|
Purchases |
|
|
|
|
|
|
|
|
Balance as of June 30, 2009 |
|
$ |
296,287 |
|
|
|
|
|
Dollar amounts in thousands, except for amounts per share
-9-
Note 5. Goodwill
Goodwill of acquired businesses represents the excess of the cost of acquired entities over
the fair values assigned to their assets acquired and liabilities assumed. All goodwill acquired is
assigned to the reporting unit that the related assets are employed in and the liabilities relate
to, as it is believed that those reporting units benefit from the acquisition. The Company accounts
for goodwill in accordance with Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible
Assets, which requires a test for impairment annually or if an event occurs or circumstances
change that would more likely than not reduce the fair value of a reporting unit below its carrying
amount. The impairment test is performed in two phases. The first step compares the carrying value
of the reporting unit, including goodwill, to its estimated fair value. If the carrying value is
greater than the estimated fair value of the unit, a second step is required, comparing the implied
fair value of the reporting units goodwill with the carrying amount of that goodwill. An
impairment loss, charged to earnings, is recorded to the extent that the carrying amount of
goodwill exceeds its implied fair value.
The Company determines the fair value of its furniture rental unit using the income approach.
Under the income approach, the Company estimates the fair value of the reporting unit based on the
present value of its estimated future earnings. This approach incorporates a number of significant
estimates and assumptions that include: a forecast of the reporting units future operating
results, estimated growth rates, future terminal value, and an appropriate discount rate. In
projecting future earnings, the Company considers the current economic environment as well as
historical results of the unit. The Company believes that the income approach is the most
meaningful valuation technique for the furniture rental business, as CORT is the only national
company that operates in the rent-to-rent furniture industry, thus making market-based and
transaction-based valuation techniques less meaningful.
The Company performed its annual impairment tests in the fourth quarter of 2008 and concluded
that there was no impairment for any of its reporting units because the fair values exceeded the
book carrying values. In connection with the preparation of its consolidated financial statements
for the second quarter of 2009, the Company reviewed the conclusions reached in connection with its
impairment testing as of yearend 2008 and noted that no events had occurred, nor had circumstances
changed subsequent to yearend, that would more likely than not reduce the fair value of its
reporting units below their carrying amounts.
The economic recession which became evident in 2008 continued through the first half of 2009.
The length and magnitude of the recession and whether it will have a long-term positive or negative
impact on the Companys reporting units cannot be reasonably predicted. There can be no assurance
that the Companys estimates and assumptions regarding future operating results made for purposes
of the goodwill impairment testing will prove to be accurate predictions of the future. If the
current recession has an adverse impact on the long term economic value of the reporting units, the
Company may be required to record goodwill impairment losses in future periods. Currently, it is
not possible to determine if any such future impairment losses would result or if such losses would
be material.
Note 6. Environmental matters
Wescos Precision Steel subsidiary and one of its subsidiaries are parties to an environmental
matter in the state of Illinois, the ultimate outcome of which is not expected to be material.
Dollar amounts in thousands, except for amounts per share
-10-
Note 7. Business segment data
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, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Insurance segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
93,545 |
|
|
$ |
87,910 |
|
|
$ |
191,866 |
|
|
$ |
133,324 |
|
Net income |
|
|
11,882 |
|
|
|
14,916 |
|
|
|
33,147 |
|
|
|
31,948 |
|
Goodwill of acquired businesses |
|
|
26,991 |
|
|
|
26,991 |
|
|
|
26,991 |
|
|
|
26,991 |
|
Assets at end of period |
|
|
2,413,965 |
|
|
|
2,380,566 |
|
|
|
2,413,965 |
|
|
|
2,380,566 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture rental segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
98,777 |
|
|
$ |
105,289 |
|
|
$ |
199,971 |
|
|
$ |
203,069 |
|
Net income |
|
|
1,530 |
|
|
|
6,119 |
|
|
|
574 |
|
|
|
9,652 |
|
Goodwill of acquired businesses |
|
|
251,026 |
|
|
|
241,547 |
|
|
|
251,026 |
|
|
|
241,547 |
|
Assets at end of period |
|
|
533,630 |
|
|
|
507,852 |
|
|
|
533,630 |
|
|
|
507,852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
9,134 |
|
|
$ |
16,867 |
|
|
$ |
19,144 |
|
|
$ |
32,551 |
|
Net income (loss) |
|
|
(285 |
) |
|
|
599 |
|
|
|
(673 |
) |
|
|
895 |
|
Assets at end of period |
|
|
20,669 |
|
|
|
21,779 |
|
|
|
20,669 |
|
|
|
21,779 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other items unrelated to business segments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
1,059 |
|
|
$ |
1,276 |
|
|
$ |
2,336 |
|
|
$ |
2,594 |
|
Net income (loss) |
|
|
(197 |
) |
|
|
(61 |
) |
|
|
(159 |
) |
|
|
(205 |
) |
Assets at end of period |
|
|
102,189 |
|
|
|
93,644 |
|
|
|
102,189 |
|
|
|
93,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated totals: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
202,515 |
|
|
$ |
211,342 |
|
|
$ |
413,317 |
|
|
$ |
371,538 |
|
Net income |
|
|
12,930 |
|
|
|
21,573 |
|
|
|
32,889 |
|
|
|
42,290 |
|
Goodwill of acquired businesses |
|
|
278,017 |
|
|
|
268,538 |
|
|
|
278,017 |
|
|
|
268,538 |
|
Assets at end of period |
|
|
3,070,453 |
|
|
|
3,003,841 |
|
|
|
3,070,453 |
|
|
|
3,003,841 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar amounts in thousands, except for amounts per share
-11-
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 39 of the Form 10-K Annual Report filed by
Wesco Financial Corporation (Wesco) for the year 2008 (Wescos 2008 10-K) 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. A large amount of liquidity and capital is maintained in
the insurance subsidiaries for strategic purposes and in support of reserves for unpaid losses.
Results of Operations
Consolidated net income for the second quarter of 2009 declined to $12.9 million from $21.6
million for the corresponding quarter of 2008. Consolidated net income for the first six months of
2009 declined to $32.9 million from $42.3 million for the first six months of 2008. These decreases
were attributed mainly to the following factors: (1) weaknesses in CORTs furniture rental and
Precision Steels businesses due significantly to the recessionary economic environment, (2)
increases in CORTs operating expenses attributable principally to an acquisition made in the
fourth quarter of 2008, (3) the decision by Kansas Bankers Surety Company (KBS) late in 2008 to
exit the bank deposit guarantee bond line of insurance as rapidly as feasible, and (4) increased
losses incurred by KBS, including losses of $2.4 million, after taxes, on deposit guarantee bonds,
resulting from the failure of two banks during the first six months of 2009.
FINANCIAL CONDITION
Wesco continues to have a strong consolidated balance sheet, with high liquidity and
relatively little debt. Consolidated cash and cash equivalents, held principally by Wescos
insurance businesses, amounted to $382.2 million at June 30, 2009, and $297.6 million at December
31, 2008.
Wescos liability for unpaid losses and loss adjustment expenses at June 30, 2009 totaled
$289.8 million, compared to $215.3 million at December 31, 2008. The increase related mainly to the
retrocession agreement with Berkshire Hathaways National Indemnity Company (NICO) subsidiary, to
assume 10% of NICOs quota share reinsurance of Swiss Reinsurance Company and its major
property-casualty affiliates (Swiss Re) described in Item 1, Business, appearing on page 11 of
Wescos 2008 10K.
Wescos consolidated borrowings totaled $34.2 million at June 30, 2009, compared to $40.4
million at December 31, 2008. The borrowings relate principally to a revolving credit facility used
in the furniture rental business. In addition to the notes payable and the liabilities for unpaid
losses and loss adjustment expenses of Wescos insurance businesses, Wesco and its subsidiaries
have operating lease and other
-12-
contractual obligations which, at June 30, 2009, were essentially
unchanged from the $142.2 million included in the table of off-balance sheet arrangements and
contractual obligations appearing on page 32 of Wescos 2008 10-K.
Wescos shareholders equity at June 30, 2009 was $2.3 billion ($328.56 per share), down $38.4
million from the $2.4 billion ($333.96 per share) reported at December 31, 2008, but up $221.6
million during the second quarter. Wesco carries its investments on its consolidated balance sheet
at fair value, with net unrealized appreciation or depreciation included as a component of
shareholders equity, net of deferred taxes, without being reflected in earnings. The decrease in
shareholders equity for the six-month period, as well as the increase in the figure for the second quarter, reflected principally the fluctuations
in fair values of Wescos equity investments since yearend 2008. Because unrealized appreciation or
depreciation is recorded based upon market quotations and, in some cases, upon other inputs that
are affected by economic and market conditions as of the balance sheet date, gains or losses
ultimately realized upon sale of investments could differ substantially from unrealized
appreciation or depreciation recorded on the balance sheet at any given time.
In response to the crises in the financial and capital markets and the global
recession, the U.S. and other governments around the world are taking measures to stabilize
financial institutions, regulate markets and stimulate economic activity. While management hopes
such actions will prove successful, the potential impact on Wesco is not clear at this time. It is
expected that the current economic conditions will persist at least through 2009 before meaningful
improvements become evident. Wescos subsidiaries have taken and will continue to take
cost-reduction actions to manage through the current economic situation.
RESULTS OF OPERATIONS
Wescos reportable business segments are organized in a manner that reflects how
Wescos senior 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 of America (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.)
-13-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Insurance segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting |
|
$ |
(1,940 |
) |
|
$ |
364 |
|
|
$ |
3,109 |
|
|
$ |
2,075 |
|
Investment income |
|
|
13,822 |
|
|
|
14,552 |
|
|
|
30,038 |
|
|
|
29,873 |
|
Furniture rental segment |
|
|
1,530 |
|
|
|
6,119 |
|
|
|
574 |
|
|
|
9,652 |
|
Industrial segment |
|
|
(285 |
) |
|
|
599 |
|
|
|
(673 |
) |
|
|
895 |
|
Other |
|
|
(197 |
) |
|
|
(61 |
) |
|
|
(159 |
) |
|
|
(205 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income |
|
$ |
12,930 |
|
|
$ |
21,573 |
|
|
$ |
32,889 |
|
|
$ |
42,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance Segment
The insurance segment comprises 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, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Insurance premiums written |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance |
|
$ |
67,212 |
|
|
$ |
106,796 |
|
|
$ |
192,162 |
|
|
$ |
187,975 |
|
Primary |
|
|
2,250 |
|
|
|
5,262 |
|
|
|
5,062 |
|
|
|
11,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
69,462 |
|
|
$ |
112,058 |
|
|
$ |
197,224 |
|
|
$ |
199,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance premiums earned |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance |
|
$ |
74,286 |
|
|
$ |
65,027 |
|
|
$ |
149,870 |
|
|
$ |
86,436 |
|
Primary |
|
|
3,016 |
|
|
|
5,151 |
|
|
|
6,729 |
|
|
|
10,122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
77,302 |
|
|
|
70,178 |
|
|
|
156,599 |
|
|
|
96,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance losses, loss adjustment expenses and
underwriting expenses |
|
|
80,286 |
|
|
|
69,619 |
|
|
|
151,815 |
|
|
|
93,366 |
|
Underwriting gain (loss), before income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance |
|
|
( 192 |
) |
|
|
(1,094 |
) |
|
|
7,446 |
|
|
|
(1,042 |
) |
Primary |
|
|
(2,792 |
) |
|
|
1,653 |
|
|
|
(2,662 |
) |
|
|
4,234 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
(2,984 |
) |
|
|
559 |
|
|
|
4,784 |
|
|
|
3,192 |
|
Income taxes |
|
|
(1,044 |
) |
|
|
195 |
|
|
|
1,675 |
|
|
|
1,117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting gain (loss), after taxes |
|
$ |
(1,940 |
) |
|
$ |
364 |
|
|
$ |
3,109 |
|
|
$ |
2,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2009, 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 with NICO to assume 2% part of NICOs 20% quota share reinsurance of Swiss
Re 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 Wes-FICs participation, since
2001, in aviation-related risks (hull, liability and workers compensation) through aviation
insurance pools, whose underwriting and claims are managed by United States Aviation Underwriters,
Inc. (the aviation business).
-14-
Contractual delays in reporting, and limitations in details reported, by the ceding companies
necessitate that estimates be made of reinsurance premiums written and earned, as well as
reinsurance losses and expenses. Under the Swiss Re contract, for example, estimates of premiums,
claims and expenses are generally reported to NICO and Wes-FIC 45 days after the end of each
quarterly period. Estimates are therefore made each reporting period by management for the activity
not yet reported. Such estimates are developed by NICO based on information publicly available and
adjusted for the impact of its, as well as Wes-FICs managements, assessments of prevailing market
conditions and other factors with respect to the underlying reinsured business. The relative
importance of the Swiss Re contract to Wescos results of operations causes those results to be
particularly sensitive to this estimation process. However, increases or decreases in premiums
earned as a result of the estimation process related to the reporting lag are typically
substantially offset by related increases or decreases in claim and expense estimates. Periodic
underwriting results can also be affected significantly by changes in estimates for unpaid losses
and loss adjustment expenses, including amounts established for occurrences in prior years.
Written reinsurance premiums for the second quarter of 2009 included $56.7 million relating to
the Swiss Re contract, versus $96.1 million for the second quarter of 2008. Inasmuch as the Swiss
Re contract incepted as of the beginning of 2008, data for the first quarter of that year was based
entirely on estimates determined from publicly available information related to periods prior to
inception of the contract. When Swiss Re reported its actual first quarter data in the second
quarter of 2008, Wes-FIC learned that a disproportionately large amount of Swiss Res annual
premiums are written in the first quarter, and recorded an adjustment in the second quarter to
reflect the amount by which written premiums had been underestimated for the first quarter. By
2009, management had gained a years working knowledge in projecting Swiss Res written premiums
under the contract, causing it to increase its estimate to a significantly higher amount of written
premium volume for the first quarter of 2009 than it had estimated for the first quarter of 2008.
Thus, written premiums under the contract for the second quarter of 2009 did not include as
significant a true up as was required in the second quarter of 2008. Written reinsurance
premiums under the Swiss Re contract for the first six months of 2009 were $173.6 million, 2.1%
higher than those for the corresponding period of 2008. The increase in Swiss Re premiums for the
2009 period was the result of taking into account Swiss Res published projection of additional
premium growth for 2009 in development of the estimate of 2009 written premium volume, further
adjusted with respect to the fluctuation of the value of the U.S. Dollar relative to the foreign
currencies in which Swiss Re does a significant portion of its business. Written aviation-related
reinsurance premiums were $10.5 million for the second quarter of 2009, a decrease of $0.3 million
(2.3%) from the corresponding 2008 figure. For the first six months of 2009, written
aviation-related reinsurance premiums of $18.6 million were $0.7 million (3.8%) higher than the
corresponding 2008 figure. These fluctuations were attributed principally to premiums written by
the workers compensation pool. The aviation pool manager has purchased less hull and liability
reinsurance in 2009 than in 2008, with the result that premium volume of those pools has remained
relatively unchanged in the current year, in spite of increased competitive pressures.
Earned premiums under the Swiss Re contract were $65.2 million for the second quarter of 2009
and $53.4 million for the second quarter of 2008, and $131.7 million and $67.3 million for the
respective six-month periods. These figures represent increases of $11.8 million (22.1%) for the
second quarter and $64.4 million (95.6%) for the first six months of 2009 as compared with the
corresponding 2008 figures. Earned premiums for a fiscal quarter typically include two components:
(1) amortization of the portion of that quarters written premiums relating to the insurance
coverages provided during the period, and (2) amortization of unearned premiums as of the beginning
of that quarter relating to the coverages provided during the quarter. Because the contract
incepted as of the beginning of 2008, there were no unearned
-15-
premiums at inception to be amortized
into earned revenues for the first quarter of 2008. By yearend, however, Wes-FIC had accumulated
$82.1 million of unearned premiums, a portion of which was amortized into earned premium revenues
during each of the 2009 periods. In addition, the volume of premiums written during the 2009
periods was slightly higher than in the comparable 2008 periods. Earned premiums of the aviation
business were $9.1 million and $18.2 million for the second quarter and first six months of 2009
and $11.6 million and $19.1 million for the corresponding periods of 2008, declining $2.5 million
(21.1%) and $0.9 million (4.7%), respectively, from period to period. These figures reflect not
only the fluctuations in written premiums explained above, but the figure for the second quarter of
2008 also included an adjustment reflecting the amount by which earned premiums for earlier periods
had been underestimated. Although the changes in estimated premiums affected the comparability of
earned premiums from period to period, they did not significantly affect pre-tax or after-tax
underwriting results.
Written primary insurance premiums decreased by $3.0 million (57.2%) for the second quarter
and $6.1 million (54.8%) for the first six months of 2009 from those of the corresponding periods
of 2008. Earned primary insurance premiums decreased by $2.1 million (41.5%) for the second
quarter and $3.4 million (33.5%) for the six-month period. The decreases were attributable
principally to KBSs decision late in 2008 to discontinue its bank deposit guarantee bond line of
insurance, which insures deposits above FDIC limits for specific customers of mainly Midwestern
banks, and which represented approximately half of KBSs premium volume for 2008. Wesco reported in
its Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, that events in the
banking industry, including a number of bank failures, had caused management to become less
confident in the long-term profitability of this line of business. In September 2008, KBS notified
its customers of its decision to exit this line of insurance as rapidly as feasible and stopped
renewing bond coverages. In mid-November 2008, it began to issue 90-day notices of non-voluntary
bond cancellation. As a result, the aggregate face amount of outstanding bonds has been reduced,
from $9.7 billion at September 30, 2008, when 1,671 separate institutions were insured, to $1.0
billion, insuring deposits in 270 institutions, at June 30, 2009, and $0.6 billion, insuring
deposits in 166 institutions as of July 31, 2009. KBS anticipates that outstanding deposit guaranty
bonds will decline to approximately $106 million, insuring 34 institutions, by September 30, 2009;
$50 million, insuring 21 institutions by December 31, 2009; $11 million deposited in three
institutions by June 30, 2010; $3 million deposited in one institution by December 31, 2010, and
zero, in July 2011.
KBS management maintains familiarity with its customers and endeavors to avoid insuring
deposits of banks deemed to present unacceptable risks. In order to limit exposure to loss from
deposit guarantee bonds, KBS management regularly updates its list ranking the banks it believes to
be the 250 weakest in the nation based on data obtained from quarterly financial Call reports
filed by all domestic banks with their banking regulators. Data by which banks are rated includes,
capital to asset ratio, brokered deposits, loan to deposit ratio, loans to insiders, loan
delinquencies and non-accruing loans. Procedures followed by KBS management with respect to
customer banks whose names are on the list might include the issuance of 90-day notices of
non-voluntary cancellation. As of July 31, 2009, of the 166 banks for which deposit guarantee bonds
were outstanding, four banks, whose outstanding deposit guarantee bonds aggregated $23.2 million,
were included on KBSs watch list. All four of those banks are believed to have adequate capital
and liquidity to pose little danger of failure before the outstanding deposit guarantee bonds
expire in August and September, 2009. KBS management believes that few of the institutions for
which deposit guarantee bonds are outstanding, whose names are not included on its list of the
weaker banks, are facing a significant risk of failure, and through policy limits and reinsurance,
KBS has effectively limited its exposure per bank (or group of affiliated banks) to $7.6 million,
after taxes.
-16-
In previous reports on Forms 10-K and 10-Q it was reported that that some portion of
deposit guarantee losses KBS has incurred may eventually be recovered as the FDIC liquidates each
failed banks assets and distributes funds to the banks creditors and owners of deposits in excess
of FDIC insurance limits, including KBS (by right of subrogation). Early in the second quarter of
2009 KBS received $0.5 million in partial recovery of the loss of $4.7 million sustained in the
third quarter of 2008. Additional recoveries, if any, with regard to that loss or others, will be
recorded when received. As noted above, KBS has stopped writing coverage for excess bank deposits
and is taking steps to lessen its exposure to losses from bank failures as rapidly as feasible.
Management believes that underwriting gain or loss is an important measure of the financial
performance of an insurance company. Underwriting results of Wescos insurance segment fluctuate
from period to period and have generally been favorable. Wesco reported in its 10-Q for the first
quarter of 2009 that underwriting results under the Swiss Re contract for the quarter had benefited
by $6.0 million, before taxes, reflecting an adjustment in recognition of more favorable underwriting results reported by
Swiss Re for calendar 2008 than had been reflected in Wes-FICs estimate of Swiss Res results
under the contract during 2008. Swiss Re conducts a significant amount of its business in
currencies other than the U.S. Dollar. Wes-FIC recognized pre-tax underwriting losses of $1.5
million under the Swiss Re contract for the second quarter of 2009 and $1.9 million, before taxes,
under the contract, for the second quarter of 2008. The underwriting loss for the second quarter of
2009 reflected mainly the declining value of the U.S. Dollar relative to other currencies in which
Swiss Re conducts its business. Wesco does not view these currency fluctuations as material to its
arrangement under the contract and does not hedge against such fluctuations. The underwriting loss
under the contract for the second quarter of 2008 resulted mainly from Wes-FICs use of less
favorable percentages for loss and expense reserving in the earlier year. Underwriting gains under
the aviation-related reinsurance contracts were $1.4 million and $0.9 million, before taxes, for
the quarters ended June 30, 2009 and 2008, and $3.1 million and $1.3 million, before taxes, for the
six-month periods then ended. The frequency and severity of aviation-related losses tend to be
volatile, and experience was more favorable during the 2009 periods than for those of 2008.
Primary insurance activities resulted in pre-tax underwriting losses of $2.8 million for the
second quarter and $2.7 million for the first six months of 2009, versus underwriting gains of $1.6
million and $4.2 million, before taxes, for the respective 2008 periods. Not only had the line of
deposit guarantee bonds been a source of underwriting gains in the year-earlier periods, but KBS
operates with few employees and from modest facilities, thus limiting its ability to reduce
operating and other expenses as a consequence of exiting the deposit guarantee bond line of
insurance. Losses incurred by Wescos insurance segment, by their very nature, fluctuate from
period to period in both frequency and magnitude. Losses incurred by KBS in the first half of 2009
were significantly higher than those incurred in the first half of 2008. In the first six months of
2009, KBS recorded pre-tax losses of $4.2 million relating to two bank failures, including $3.2
million in the second quarter, less $0.5 million received from the FDIC in connection with a loss
incurred in the third quarter of 2008, discussed above.
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.
-17-
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, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Investment income, before taxes |
|
$ |
16,243 |
|
|
$ |
17,732 |
|
|
$ |
35,267 |
|
|
$ |
36,766 |
|
Income taxes |
|
|
2,421 |
|
|
|
3,180 |
|
|
|
5,229 |
|
|
|
6,893 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income, after taxes |
|
$ |
13,822 |
|
|
$ |
14,552 |
|
|
$ |
30,038 |
|
|
$ |
29,873 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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). In the
latter part of 2008 Wesco invested $205 million, at cost, in shares of newly issued 10% cumulative
perpetual preferred stock of The Goldman Sachs Group, Inc. in connection with an investment by
other Berkshire subsidiaries. The amount had previously
been invested principally in cash-equivalent investments with respect to which interest rates have
been declining for more than one year. For the second quarter and first six months of 2009,
dividend income increased by $1.1 million and $5.5 million, and interest income decreased by $2.6
million and $7.0 million, as compared with the components of investment income for the
corresponding periods of 2008.
The income tax provisions, expressed as percentages of pre-tax investment income,
shown in the foregoing table, amounted to 14.9% and 17.9% for the quarters ended June 30, 2009 and
2008, and 14.8% and 18.7% for the six-month periods then ended. The fluctuations in the percentages
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 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, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture rentals |
|
$ |
81,365 |
|
|
$ |
87,827 |
|
|
$ |
164,064 |
|
|
$ |
168,543 |
|
Furniture sales |
|
|
15,364 |
|
|
|
14,706 |
|
|
|
32,510 |
|
|
|
30,329 |
|
Service fees |
|
|
2,048 |
|
|
|
2,756 |
|
|
|
3,397 |
|
|
|
4,197 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
98,777 |
|
|
|
105,289 |
|
|
|
199,971 |
|
|
|
203,069 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of rentals, sales and fees |
|
|
24,872 |
|
|
|
23,750 |
|
|
|
51,631 |
|
|
|
46,394 |
|
Selling, general and administrative expenses |
|
|
71,268 |
|
|
|
70,875 |
|
|
|
147,149 |
|
|
|
139,710 |
|
Interest expense |
|
|
205 |
|
|
|
412 |
|
|
|
460 |
|
|
|
939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
96,345 |
|
|
|
95,037 |
|
|
|
199,240 |
|
|
|
187,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
2,432 |
|
|
|
10,252 |
|
|
|
731 |
|
|
|
16,026 |
|
Income taxes |
|
|
902 |
|
|
|
4,133 |
|
|
|
157 |
|
|
|
6,374 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment net income |
|
$ |
1,530 |
|
|
$ |
6,119 |
|
|
$ |
574 |
|
|
$ |
9,652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-18-
Furniture rental revenues for the second quarter of 2009 decreased $6.5 million
(7.4%) from those of the second quarter of 2008, and for the first six months of 2009, by $4.5
million (2.7%) from those of the first six months of 2008. Excluding $18.9 million and $13.7
million of rental revenues from trade shows and locations not in operation throughout each of the
three-month periods, and $39.8 million and $25.9 million of similar revenues for each of the
six-month periods, rental revenues decreased 15.7% from those of the 2008 quarter and 12.8% from
those of the first six months of 2008. The number of furniture leases outstanding at the end of the
second quarter of 2009, excluding leases acquired from Aaron Rents, Inc. in November 2008, declined
13.9% from the number outstanding at the end of the second quarter of 2008. This downward trend
that started late in 2006 has been exacerbated by the current economic recession. Traditionally,
growth in furniture rental revenues is closely tied to periods of economic expansion, and in this
prolonged period of economic contraction, CORTs furniture rental revenues have decreased despite
some strategic acquisitions and price increases.
Furniture sales revenues for the second quarter of 2009 increased $0.7 million (4.5%) from
those of the second quarter of 2008, and for the first six months of 2009, have increased $2.2
million (7.2%) from those of the first six months of 2008. The increase in sales revenues is primarily due to the
addition of twenty new retail showrooms over the year ago period, attributed mainly to the Aaron
Rents acquisition. The sales revenues increase represents a higher volume of furniture sold at
lower average prices in an effort to control inventory. In the current recessionary period,
management expects that gross profit margins on furniture sales will be somewhat lower than in
periods of economic growth due to the necessity to aggressively manage rental inventory levels in
the face of lower customer demand.
Service fees for the second quarter of 2009 decreased by $0.7 million (25.7%) from
those reported for the second quarter of 2008, and for the first six months of 2009, by $0.8
million (19.1%) from those of the first six months of 2008. Despite the significant investment made
by CORT in recent years towards the expansion and marketing of its relocation services to both
individual and corporate relocation customers, service fee revenues remain disappointing. In light
of the current economic environment, management is focusing its efforts on managing operating costs
associated with rental relocation services and leveraging CORTs existing investment to drive
higher-margin furniture rental revenues.
Cost of rentals, sales and fees amounted to 25.2% and 25.8% of revenues for the second quarter
and first six months of 2009, versus 22.6% and 22.8% for the corresponding periods of 2008. The
increase in costs as a percentage of revenue was primarily due to an increase in depreciation
expense on rental furniture acquired from Aaron Rents in November 2008 and a significant decrease
in profit margin on furniture sales.
Selling, general, administrative and interest expenses (operating expenses) for
the segment were $71.5 million for the second quarter of 2009, up $0.2 million (0.3%) from the
$71.3 million incurred in the second quarter of 2008, and $147.7 million for the first six months
of 2009, up $7.0 million (5.0%) from the $140.6 million reported for the first six months of 2008.
The increase in operating expenses was due principally to the incremental costs associated with the
November 2008 business acquisition, which were primarily employee-related costs and $4.4 million in
non-recurring amortization expense relating to the value assigned to rental contracts acquired.
Management is aggressively seeking to reduce operating expenses, but no significant benefit from
these cost cutting initiatives has yet been realized.
Income before income taxes of the furniture rental segment amounted to $2.4 million
in the second quarter and $0.7 million for the first six months of 2009, versus $6.1 million in the
second quarter and $9.7 million for the first six months of 2008, as explained above.
-19-
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, |
|
|
|
2009 |
|
|
2008 |
|
|
2009 |
|
|
2008 |
|
Revenues |
|
$ |
9,134 |
|
|
$ |
16,867 |
|
|
$ |
19,144 |
|
|
$ |
32,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales and services |
|
$ |
7,780 |
|
|
$ |
13,738 |
|
|
$ |
16,559 |
|
|
$ |
26,861 |
|
Selling, general and administrative expenses |
|
|
1,827 |
|
|
|
2,132 |
|
|
|
3,700 |
|
|
|
4,199 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
$ |
(473 |
) |
|
$ |
997 |
|
|
$ |
(1,115 |
) |
|
$ |
1,491 |
|
Income taxes |
|
|
(188 |
) |
|
|
398 |
|
|
|
(442 |
) |
|
|
596 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment net income (loss) |
|
$ |
(285 |
) |
|
$ |
599 |
|
|
$ |
( 673 |
) |
|
$ |
895 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reference is made to pages 30 and 31 of Wescos 2008 10-K for information about
Wescos industrial segment, including the challenges affecting the domestic steel service industry
for a number of years, which were exacerbated beginning in the latter half of 2008 by recessionary
conditions.
Revenues for the second quarter and first six months of 2009 decreased by $7.7 million (45.8%)
and $13.4 million (41.2%) from those of the corresponding periods of 2008. Sales fell by 4.7
million pounds (44.2%) for the second quarter and 9.6 million pounds (44.8%) for the first
six-months of 2009, from the corresponding volume of pounds sold during the corresponding 2008
periods. For the second quarter of 2009, however, the volume of pounds sold was up 1.1% from the
volume sold in the first quarter, possibly an indication that domestic manufacturing activity may
have begun to stabilize.
The industrial segment operates on a low gross profit margin (revenues, less cost of
products and services). The segments business activities also require a base of operations
supported by significant fixed operating costs. The period-to-period decreases in the industrial
segments pre-tax and net income resulted from the decline in gross profit, despite managements
ongoing efforts to trim expenses aggressively.
* * * * *
OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
Reference is made to page 32, in Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operations, of Wescos 2008 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 2008. At
June 30, 2009, 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,
2008.
-20-
CRITICAL ACCOUNTING POLICIES AND PRACTICES
Reference is made to pages 32 to 36, in Item 7, Managements Discussion and Analysis
of Financial Condition and Results of Operations, of Wescos 2008 10-K 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 48 through 52 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, 2009, except as described in Note 1 to the accompanying condensed consolidated
financial statements.
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 written or oral representations of management stated in this annual 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
those risks reported in Item 1A, Risk Factors of the Form 10-K Annual Report filed by Wesco for the
year ended December 31, 2008, but also to 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.
-21-
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 7, 2009 |
By: |
/s/ Jeffrey L. Jacobson
|
|
|
|
Jeffrey L. Jacobson |
|
|
|
Vice President and
Chief Financial Officer
(principal financial officer) |
|
|
-22-