e10vq
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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þ |
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Quarterly report pursuant to section 13 or 15 (d) of the Securities Exchange Act of 1934 |
For the Quarterly period ended June 30, 2006
or
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o |
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Transition report pursuant to section 13 or 15 (d) of the Securities Exchange Act of 1934 |
For
the transition period from to
Commission file number 1-4720
WESCO FINANCIAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
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DELAWARE
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95-2109453 |
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.) |
incorporation or organization) |
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301 East Colorado Boulevard, Suite 300, Pasadena, California
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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, 2006
PART I. FINANCIAL INFORMATION
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Page(s) |
Item 1. |
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Financial Statements (unaudited). |
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4 |
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5 |
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6 |
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7-11 |
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Item 2. |
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12-20 |
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Item 3. |
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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, 2005,
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, 2006.
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, 2005. 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, 2006 that have materially affected or are reasonably likely to materially affect the
internal control 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, 2005, 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, 2006.
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 11, 2006, 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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6,667,846 |
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189,612 |
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Carolyn H. Carlburg |
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6,828,722 |
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28,736 |
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Robert E. Denham |
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6,657,628 |
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199,830 |
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Robert T. Flaherty |
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6,815,612 |
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41,846 |
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Peter D. Kaufman |
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6,842,976 |
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14,482 |
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Elizabeth Caspers Peters |
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6,844,217 |
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13,241 |
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Item 6. Exhibits
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31 (a) |
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(chief executive officer) |
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31 (b) |
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(chief financial officer) |
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32 (a) |
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Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (chief executive officer) |
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32 (b) |
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Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (chief financial officer) |
-3-
WESCO FINANCIAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollar amounts in thousands)
(Unaudited)
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June 30, |
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Dec. 31, |
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2006 |
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2005 |
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ASSETS |
Cash and cash equivalents |
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$ |
1,248,749 |
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$ |
1,194,113 |
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Investments: |
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Securities with fixed maturities |
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47,978 |
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74,441 |
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Marketable equity securities |
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917,199 |
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884,673 |
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Rental furniture |
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201,028 |
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187,572 |
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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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134,210 |
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121,105 |
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$ |
2,815,771 |
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$ |
2,728,511 |
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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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$ |
21,606 |
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$ |
19,697 |
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Unaffiliated business |
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44,761 |
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42,283 |
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Unearned insurance premiums |
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Affiliated business |
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12,065 |
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12,301 |
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Unaffiliated business |
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14,303 |
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16,092 |
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Deferred furniture rental income and security deposits |
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24,527 |
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22,204 |
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Notes payable |
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51,900 |
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42,300 |
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Income taxes payable, principally deferred |
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310,066 |
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290,615 |
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Other liabilities |
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55,853 |
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52,587 |
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535,081 |
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498,079 |
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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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265,004 |
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256,710 |
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Retained earnings |
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1,982,362 |
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1,940,398 |
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Total shareholders equity |
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2,280,690 |
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2,230,432 |
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$ |
2,815,771 |
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$ |
2,728,511 |
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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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2006 |
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2005 |
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2006 |
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2005 |
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Revenues: |
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Furniture rentals |
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$ |
83,992 |
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$ |
76,330 |
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$ |
162,696 |
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$ |
149,404 |
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Sales and service revenues |
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34,628 |
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34,728 |
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72,227 |
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70,339 |
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Insurance premiums earned |
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Affiliated business |
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6,985 |
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7,309 |
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13,496 |
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14,346 |
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Unaffiliated business |
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6,337 |
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5,377 |
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15,035 |
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10,409 |
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Dividend and interest income |
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18,412 |
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13,614 |
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39,511 |
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25,563 |
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Realized investment gains |
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774 |
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774 |
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Other |
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894 |
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901 |
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1,833 |
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1,748 |
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151,248 |
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139,033 |
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304,798 |
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272,583 |
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Costs and expenses: |
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Cost of products and services sold |
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38,030 |
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37,384 |
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77,661 |
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74,956 |
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Insurance losses and loss adjustment expenses |
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Affiliated business |
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2,717 |
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2,700 |
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4,735 |
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6,331 |
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Unaffiliated business |
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2,013 |
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1,564 |
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8,442 |
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2,023 |
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Insurance underwriting expenses |
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Affiliated business |
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1,626 |
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1,366 |
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2,965 |
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2,566 |
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Unaffiliated business |
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1,223 |
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1,218 |
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3,843 |
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2,663 |
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Selling, general and administrative expenses |
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68,709 |
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65,767 |
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133,994 |
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130,757 |
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Interest expense |
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671 |
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302 |
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1,258 |
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519 |
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114,989 |
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110,301 |
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232,898 |
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219,815 |
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Income before income taxes |
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36,259 |
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28,732 |
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71,900 |
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52,768 |
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Income taxes |
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12,512 |
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9,552 |
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24,738 |
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15,161 |
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Net income |
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23,747 |
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19,180 |
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47,162 |
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37,607 |
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Retained earnings beginning of period |
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1,961,214 |
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1,671,828 |
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1,940,398 |
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1,655,929 |
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Cash dividends declared and paid |
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(2,599 |
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(2,527 |
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(5,198 |
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(5,055 |
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Retained earnings end of period |
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$ |
1,982,362 |
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$ |
1,688,481 |
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$ |
1,982,362 |
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$ |
1,688,481 |
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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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$ |
3.33 |
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$ |
2.69 |
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$ |
6.62 |
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$ |
5.28 |
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Cash dividends |
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$ |
.365 |
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$ |
.355 |
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$ |
.730 |
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$ |
.710 |
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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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2006 |
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2005 |
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Cash flows from operating activities, net |
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$ |
69,446 |
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$ |
47,195 |
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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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29,369 |
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28,907 |
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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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(3,301 |
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(16,039 |
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Purchases of rental furniture |
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(54,906 |
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(54,238 |
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Sales of rental furniture |
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35,649 |
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35,288 |
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Other, net |
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(7,168 |
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(4,156 |
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Net cash flows from investing activities |
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(19,212 |
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(10,238 |
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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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9,600 |
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10,675 |
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Payment of cash dividends |
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(5,198 |
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(5,055 |
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Net cash flows from financing activities |
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4,402 |
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5,620 |
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Increase in cash and cash equivalents |
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54,636 |
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42,577 |
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Cash and cash equivalents beginning of period |
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1,194,113 |
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1,161,163 |
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Cash and cash equivalents end of period |
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$ |
1,248,749 |
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$ |
1,203,740 |
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Supplementary information: |
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Interest paid during period |
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$ |
1,472 |
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$ |
856 |
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Income taxes paid, net, during period |
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9,973 |
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16,598 |
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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 57 of its 2005 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 Taxesan interpretation of FASB Statement No. 109 (FIN
48), which requires expanded disclosure and clarifies the accounting for uncertainty of income tax
positions taken or expected to be taken in income tax returns when it is likely that an examination
of the tax returns will result in the assessment of additional taxes. FIN 48 requires the
recognition in the financial statements of the impact of a tax position, if that position is more
likely than not of being sustained on audit, based on the technical merits of the position. The
provisions of FIN 48 will be effective as of the beginning of 2007, with the cumulative effect
of the change in accounting principle recorded as an adjustment to opening retained earnings.
Wesco is currently evaluating the impact, if any, on its consolidated financial statements of adopting FIN
48.
Note 2.
The following table sets forth Wescos consolidated comprehensive income for the three- and
six-month periods ended June 30, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Net income |
|
$ |
23,747 |
|
|
$ |
19,180 |
|
|
$ |
47,162 |
|
|
$ |
37,607 |
|
Increase (decrease) in unrealized appreciation of
investments, net of income tax effect of ($353),
$1,953, $4,659 and $10,144 |
|
|
(856 |
) |
|
|
3,600 |
|
|
|
8,294 |
|
|
|
18,869 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
22,891 |
|
|
$ |
22,780 |
|
|
$ |
55,456 |
|
|
$ |
56,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-7-
Note
3.
Following is a summary of securities with fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2006 |
|
|
December 31, 2005 |
|
|
|
Amortized |
|
|
Fair |
|
|
Amortized |
|
|
Fair |
|
|
|
Cost |
|
|
Value |
|
|
Cost |
|
|
Value |
|
Mortgage-backed securities |
|
$ |
43,381 |
|
|
$ |
44,231 |
|
|
$ |
45,569 |
|
|
$ |
47,174 |
|
Other, principally U.S. government obligations |
|
|
3,782 |
|
|
|
3,747 |
|
|
|
27,272 |
|
|
|
27,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
47,163 |
|
|
$ |
47,978 |
|
|
$ |
72,841 |
|
|
$ |
74,441 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2006, the estimated fair values of securities with fixed maturities contained
unrealized losses of $35, compared with $6 of unrealized losses at December 31, 2005.
Following is a summary of marketable equity securities (all common stocks):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2006 |
|
|
December 31, 2005 |
|
|
|
|
|
|
|
Fair |
|
|
|
|
|
|
Fair |
|
|
|
Cost |
|
|
Value |
|
|
Cost |
|
|
Value |
|
The Procter & Gamble Company |
|
$ |
424,367 |
|
|
$ |
397,790 |
|
|
$ |
424,367 |
|
|
$ |
414,103 |
|
The Coca-Cola Company |
|
|
40,761 |
|
|
|
309,985 |
|
|
|
40,761 |
|
|
|
290,458 |
|
American Express Company |
|
|
18,108 |
|
|
|
103,412 |
|
|
|
18,108 |
|
|
|
99,992 |
|
Wells Fargo & Company |
|
|
25,189 |
|
|
|
88,653 |
|
|
|
6,333 |
|
|
|
64,187 |
|
Ameriprise Financial Inc. |
|
|
2,579 |
|
|
|
17,359 |
|
|
|
2,579 |
|
|
|
15,933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
511,004 |
|
|
$ |
917,199 |
|
|
$ |
492,148 |
|
|
$ |
884,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total unrealized losses of equity securities were $26,577 at June 30, 2006, versus $10,264 at
December 31, 2005, all of which related a security which had been in an unrealized loss position
for less than twelve months.
Note 4.
Effective as of yearend 2005, proceeds from the sales of rental furniture are classified on
the consolidated statement of cash flows in the category of investing activities, consistent with the classification
of cash used for the purchases of rental furniture. In prior periods, proceeds from sales of
rental furniture had been included in operating cash flows in Wescos consolidated statements of
cash flows. Reference is made to Note 9 to Wescos consolidated financial statements appearing on
page 54 of its 2005 Form 10-K Annual Report for a more complete explanation of the
reclassification.
Dollar amount in thousands except for amounts per share
-8-
The following table shows the effects of the reclassification on data presented in the
condensed consolidated statement of cash flows for the six-month period ended June 30, 2005.
|
|
|
|
|
Net cash flows from operating activities as previously reported |
|
$ |
82,483 |
|
Reclassification |
|
|
(35,288 |
) |
|
|
|
|
Revised net cash flows from operating activities |
|
$ |
47,195 |
|
|
|
|
|
|
Net cash flows from investing activities as previously reported |
|
$ |
(45,526 |
) |
Reclassification |
|
|
35,288 |
|
|
|
|
|
Revised net cash flows from investing activities |
|
$ |
(10,238 |
) |
|
|
|
|
Note 5.
Federal and state environmental agencies have made claims relating to alleged contamination of
soil and groundwater against Precision Brand Products (PBP), whose results, like those of its
parent, Precision Steel, are included in Wescos industrial segment, and various other businesses
situated in an industrial park in Downers Grove, Illinois. PBP, along with the other businesses,
has been negotiating remedial actions with various governmental entities.
To date, PBP has recorded provisions aggregating $1,293 ($778, after taxes), representing the
estimated share of its costs of remediation agreed to with governmental entities and other parties,
and related expenses. 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 $522 ($313, after taxes) from its insurers.
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, 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 has granted the plaintiffs motion to certify the class on liability
issues, but not on damages. The parties are engaged in mediation, as a group, and have recently
reached a tentative agreement on conceptual terms, subject to
finalization by the parties and Court approval. Notwithstanding any settlement that may be
reached with the plaintiffs by the defendants as a group, the cost ultimately to be borne by each
defendant is subject to allocation among the defendants based on their relative responsibilities
for the contamination, to be determined by future sampling and analysis of the soils and
groundwater. In addition, although the insurers have undertaken PBPs and Precisions defense, PBP
and Precision are involved in negotiations with the insurers as to amounts ultimately to be paid by
the insurers. Thus, it is difficult to estimate the ultimate cost, including the impact of
insurance proceeds, that will be borne by PBP and Precision Steel, and thus reflected in Wescos
consolidated financial statements. Nevertheless, in the second quarter of 2006, a provision of
$750 ($450, after income tax benefit) was recorded, reflecting an estimate of the cost expected
ultimately to be borne by PBP, Precision Steel, and, thus Wesco, in settling this matter.
Dollar amounts in thousands except for amounts per share
-9-
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 released by PBP and Precision caused her to contract cancer. The plaintiff seeks
unspecified compensatory and punitive damages. PBP and Precision have filed third party actions
against a number of other companies who were or are located in the industrial park. Discovery
relating to causation is largely completed and the matter has been assigned to a pre-trial judge
for potential settlement discussions. The parties are currently in the midst of
pre-trial mediation conferences in an effort to reach settlement terms, and 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 pending against PBP and Precision
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. This matter has been
consolidated with the Bendik matter for purposes of discovery. The plaintiff seeks unspecified
compensatory damages, but has preserved the ability to request punitive damages in the future. A
third party defendant recently named Wesco as a cross-defendant in the Bendik and Muniz lawsuits.
Wesco, whose defense was undertaken by the insurers, was dropped as a defendant from the Muniz
suit, and has not yet been served in connection with the Bendik matter. It is expected that
Precision Steels insurers will undertake Wescos defense in the Bendik suit on the same basis as
they have Precision Steels in connection with these matters.
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, 2006,
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.
Dollar amounts in thousands except for amounts per share
-10-
Note 6.
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, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Insurance segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
31,486 |
|
|
$ |
26,080 |
|
|
$ |
67,547 |
|
|
$ |
49,885 |
|
Net income |
|
|
16,049 |
|
|
|
13,253 |
|
|
|
32,529 |
|
|
|
27,002 |
|
Assets at end of period |
|
|
2,207,588 |
|
|
|
2,076,171 |
|
|
|
2,207,588 |
|
|
|
2,076,171 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture rental segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
103,020 |
|
|
$ |
95,965 |
|
|
$ |
201,638 |
|
|
$ |
188,791 |
|
Net income |
|
|
7,585 |
|
|
|
5,065 |
|
|
|
13,636 |
|
|
|
9,331 |
|
Assets at end of period |
|
|
271,032 |
|
|
|
253,891 |
|
|
|
271,032 |
|
|
|
253,891 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
15,564 |
|
|
$ |
15,093 |
|
|
$ |
33,285 |
|
|
$ |
30,952 |
|
Net income |
|
|
44 |
|
|
|
226 |
|
|
|
939 |
|
|
|
638 |
|
Assets at end of period |
|
|
18,874 |
|
|
|
19,036 |
|
|
|
18,874 |
|
|
|
19,036 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill of acquired businesses, included in assets
at end of period |
|
$ |
266,607 |
|
|
$ |
266,607 |
|
|
$ |
266,607 |
|
|
$ |
266,607 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized investment gains: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Before taxes (included in revenues) |
|
$ |
|
|
|
$ |
774 |
|
|
$ |
|
|
|
$ |
774 |
|
After taxes (included in net income) |
|
|
|
|
|
|
503 |
|
|
|
|
|
|
|
503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other items unrelated to business segments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
1,179 |
|
|
$ |
1,121 |
|
|
$ |
2,328 |
|
|
$ |
2,181 |
|
Net income |
|
|
69 |
|
|
|
133 |
|
|
|
58 |
|
|
|
133 |
|
Assets at end of period |
|
|
51,670 |
|
|
|
38,476 |
|
|
|
51,670 |
|
|
|
38,476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated totals: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
151,248 |
|
|
$ |
139,033 |
|
|
$ |
304,798 |
|
|
$ |
272,583 |
|
Net income |
|
|
23,747 |
|
|
|
19,180 |
|
|
|
47,162 |
|
|
|
37,607 |
|
Assets at end of period |
|
|
2,815,771 |
|
|
|
2,654,181 |
|
|
|
2,815,771 |
|
|
|
2,654,181 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 34 of the Form 10-K Annual Report filed by
Wesco Financial Corporation (Wesco) for the year 2005 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, 2006, with relatively little debt.
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
After-tax earnings improved in 2006 from the corresponding 2005 amounts principally due to
increased investment income earned by the insurance segment resulting mainly from increased interest rates on
short-term investments and improved results of the furniture rental segment, partially offset by
decreased underwriting income of the insurance businesses.
FINANCIAL CONDITION
Wescos shareholders equity at June 30, 2006 was approximately $2.28 billion ($320 per
share), up from $2.23 billion ($313 per share) at December 31, 2005. Shareholders equity included
$265.0 million at June 30, 2006, and $256.7 million at December 31, 2005, 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 at the balance
sheet date based on market quotations, gains or losses ultimately realized upon sale of investments
could differ substantially from recorded unrealized appreciation.
Wescos consolidated cash and cash equivalents, held principally by its insurance businesses,
increased slightly, from $1.19 billion at December 31, 2005, to $1.25 billion at June 30, 2006.
Wescos consolidated borrowings totaled $51.9 million at June 30, 2006, versus $42.3 million
at December 31, 2005. The increase in borrowings related to a revolving line of credit used in the
furniture rental business. In addition to the recorded debt, Wescos liability for unpaid losses
and loss adjustment expenses totaled $66.4 million at June 30, 2006, versus $62.0 million at
December 31, 2005. In addition to these obligations, Wesco and its subsidiaries have operating
lease and other contractual obligations which, at June 30, 2006, were
-12-
essentially unchanged from
the $145.5 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,
2005.
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, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Insurance segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting |
|
$ |
3,733 |
|
|
$ |
3,795 |
|
|
$ |
5,555 |
|
|
$ |
9,272 |
|
Investment income |
|
|
12,316 |
|
|
|
9,458 |
|
|
|
26,974 |
|
|
|
17,730 |
|
Furniture rental segment |
|
|
7,585 |
|
|
|
5,065 |
|
|
|
13,636 |
|
|
|
9,331 |
|
Industrial segment |
|
|
44 |
|
|
|
226 |
|
|
|
939 |
|
|
|
638 |
|
Nonsegment items |
|
|
69 |
|
|
|
133 |
|
|
|
58 |
|
|
|
133 |
|
Realized investment gains |
|
|
|
|
|
|
503 |
|
|
|
|
|
|
|
503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income |
|
$ |
23,747 |
|
|
$ |
19,180 |
|
|
$ |
47,162 |
|
|
$ |
37,607 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-13-
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 represent essentially 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, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Insurance premiums written |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance |
|
$ |
1,960 |
|
|
$ |
7,916 |
|
|
$ |
15,520 |
|
|
$ |
14,420 |
|
Primary |
|
|
4,793 |
|
|
|
5,313 |
|
|
|
10,541 |
|
|
|
11,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
6,753 |
|
|
$ |
13,229 |
|
|
$ |
26,061 |
|
|
$ |
25,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance premiums earned |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance |
|
$ |
8,051 |
|
|
$ |
7,422 |
|
|
$ |
17,893 |
|
|
$ |
14,346 |
|
Primary |
|
|
5,271 |
|
|
|
5,264 |
|
|
|
10,638 |
|
|
|
10,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
13,322 |
|
|
$ |
12,686 |
|
|
$ |
28,531 |
|
|
$ |
24,755 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance losses, loss adjustment expenses and
underwriting expenses |
|
|
7,579 |
|
|
|
6,848 |
|
|
|
19,985 |
|
|
|
13,583 |
|
Underwriting gain, before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reinsurance |
|
|
5,139 |
|
|
|
3,303 |
|
|
|
4,687 |
|
|
|
5,449 |
|
Primary |
|
|
604 |
|
|
|
2,535 |
|
|
|
3,859 |
|
|
|
5,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
5,743 |
|
|
|
5,838 |
|
|
|
8,546 |
|
|
|
11,172 |
|
Income taxes |
|
|
2,010 |
|
|
|
2,043 |
|
|
|
2,991 |
|
|
|
1,900 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting gain |
|
$ |
3,733 |
|
|
$ |
3,795 |
|
|
$ |
5,555 |
|
|
$ |
9,272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2006, in-force reinsurance business consisted of the participation in three pools
of aviation-related risks: hull and liability pools, each to the extent of 12.5%, and a workers
compensation pool to the extent of 5%. In 2005, 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 10% 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. Reinsurance premiums written for the
second quarter of 2006 included an adjustment with respect to an estimate made as of March 31,
2006, resulting in the reduction of written premiums reported for the second quarter. However,
inasmuch as underwriting gain is determined based on earned, not written, premiums, neither the
adjustment, nor the accrual of written premiums as of the end of the first quarter, significantly
affected underwriting results for the 2006 periods. The pools have reported an overall decline in
the volume of business written in 2006, principally attributable to intensified price competition.
For the six-month period ended June 30, 2006, reinsurance premiums written increased by $1.1
million (7.6%) over the comparable figure for the corresponding 2005 period, approximately half of
which is attributable to increased workers compensation premiums, and half due to the increase in
Wes-FICs level of participation in the hull and liability pools.
-14-
Earned reinsurance premiums increased $0.6 million for the second quarter of 2006 and $3.5
million for the first six months, over those earned for the corresponding periods of 2005. The
increases are attributable principally to the 25% increase in the percentage by which Wes-FIC has
participated in the hull and liability pools beginning in 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 $0.5 million (9.7%) for the second quarter, and
$0.7 million (6.2%) for the first six months of 2006, from the corresponding 2005 amounts. The
restructuring of KBSs reinsurance program at the beginning of 2006, and intensified price
competition, were the principal factors responsible for the period-to-period declines in primary
insurance premiums written.
Primary insurance premiums earned were relatively unchanged for the second quarters and
six-month periods of 2006 and 2005.
Management believes that underwriting gain or loss is an important measure of financial
performance of insurance companies. When stated as a percentage, the sum of insurance losses 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.
The pre-tax underwriting gain from reinsurance activities improved for the second quarter of
2006 by $1.8 million, but declined by $0.8 million for the first six months, as compared with the
corresponding 2005 figures. Reinsurance results for the first six months of 2006 reflect the
detrimental effect of the softening of rates and $0.8 million of reserve development relating to
2005, recorded in the first quarter. Underwriting gain in the second quarter reflects lower
aviation-related losses and expenses than in the 2005 period. The combined ratios from reinsurance
activities were 36.2% and 73.8% for the second quarter and first six months of 2006, versus 55.5%
and 62.0% for the corresponding periods of 2005.
Underwriting results from primary insurance have been favorable but have fluctuated from
period to period due to timing and volatility of losses incurred. Combined ratios from primary
insurance were 88.5% and 51.8 % for the second quarters of 2006 and 2005, and 63.7% and 45.0% for
the respective six-month periods.
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.
The insurance segments income tax provision for the six-month period ended June 30, 2005
benefited by $2.0 million relating to the resolution of an issue raised in an examination of a
prior year income tax return by the Internal Revenue Service, recorded in the first quarter.
-15-
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, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Investment income, before taxes |
|
$ |
18,011 |
|
|
$ |
13,404 |
|
|
$ |
39,016 |
|
|
$ |
25,130 |
|
Income taxes |
|
|
5,695 |
|
|
|
3,946 |
|
|
|
12,042 |
|
|
|
7,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment income, after taxes |
|
$ |
12,316 |
|
|
$ |
9,458 |
|
|
$ |
26,974 |
|
|
$ |
17,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 2006 increased $4.6 million (34.3%) and $13.9
million (55.3%), respectively, from the corresponding 2005 figures principally due to higher
interest rates earned on short-term investments in 2006. 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, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture rentals |
|
$ |
83,992 |
|
|
$ |
76,330 |
|
|
$ |
162,696 |
|
|
$ |
149,404 |
|
Furniture sales |
|
|
17,069 |
|
|
|
17,332 |
|
|
|
35,649 |
|
|
|
35,288 |
|
Apartment locator fees |
|
|
1,959 |
|
|
|
2,303 |
|
|
|
3,293 |
|
|
|
4,099 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
103,020 |
|
|
|
95,965 |
|
|
|
201,638 |
|
|
|
188,791 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of rentals, sales and fees |
|
|
25,266 |
|
|
|
24,734 |
|
|
|
50,592 |
|
|
|
49,140 |
|
Selling, general and administrative expenses |
|
|
64,782 |
|
|
|
62,797 |
|
|
|
126,998 |
|
|
|
124,643 |
|
Interest expense |
|
|
671 |
|
|
|
305 |
|
|
|
1,258 |
|
|
|
522 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
90,719 |
|
|
|
87,836 |
|
|
|
178,848 |
|
|
|
174,305 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
12,301 |
|
|
|
8,129 |
|
|
|
22,790 |
|
|
|
14,486 |
|
Income taxes |
|
|
4,716 |
|
|
|
3,064 |
|
|
|
9,154 |
|
|
|
5,155 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment net income |
|
$ |
7,585 |
|
|
$ |
5,065 |
|
|
$ |
13,636 |
|
|
$ |
9,331 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture rental revenues for the second quarter of 2006 increased $7.7 million, or 10.0%,
over those of the second quarter of 2005, and $13.3 million, or 8.9% over those of the first six
months of 2005. Excluding $10.6 million and $7.9 million of rental revenues from trade shows and
from locations not in operation throughout each of the three-month periods, and $20.0 million and
$15.9 million of similar revenues for each of the six- month periods, rental revenues for the
second quarter of 2006 increased approximately 7.3% from those of the 2005 quarter and 6.9% for the
current six-month period from those of the first six months of last year. The number of furniture
leases at the end of the second quarter of 2006 was 1.1% lower than at the end of the second
quarter of 2005. Despite the net decrease in furniture leases, attributed mainly to non-renewals
-16-
by customers of a competitor acquired by CORT in the latter half of 2004, the average rental revenue
received per unit leased increased 7.5%.
Furniture sales revenues were relatively unchanged for the second quarter and the first six
months of 2006 from those reported for the comparable periods of 2005. Management continues to
focus on the reduction of inventory through clearance sales initiatives.
Apartment locator fees for the second quarter of 2006 decreased by $0.3 million, or 14.9%,
from those of the second quarter 2005. For the first six months of 2006, fees decreased by $0.8
million, or 19.7%, from those reported for the first six months of 2005. The apartment locator
operation has been shifting to a web-based marketing model. During the transition, the locator
business has seen a number of its walk-in facilities replaced by a virtual internet process that
allows clients to search for apartments online. The reduction in apartment locator revenues during
the transition have been offset by a reduction in related costs and expenses.
Cost of rentals, sales and fees amounted to 24.5% and 25.1% of revenues for the second quarter
and first six months of 2006, versus 25.7% and 26.0% for the corresponding periods of 2005. The decrease in costs
as a percentage of revenues in each of the 2006 periods was principally due to revenue growth and
improvement in revenue mix, with a larger percentage of revenue derived from higher-margin
furniture rentals than from retail sales. Costs of generating apartment locator fees were $1.6
million for the second quarter and $3.0 million for the first six months of 2006, versus $1.8
million and $3.6 million for the comparable periods of 2005. Excluding apartment-locator costs,
segment costs of furniture rentals and sales were 23.0% and 23.6% of revenues for the second
quarter and first six months of 2006, versus 24.5% and 24.7% for the corresponding periods of 2005.
Selling, general, administrative and interest expenses (operating expenses) for the segment
were $65.5 million for the second quarter of 2006 and $128.3 million for the first six months, up
slightly from the $63.1 million and $125.2 million for the comparable periods of 2005. Total
operating expenses increased moderately, due mainly to higher fuel costs and new marketing and
technology initiatives, offset somewhat by the transition of the apartment locator related
operations, employee headcount management, and substantial improvements in occupancy expenses.
Operating expenses as a percentage of revenues decreased from 65.8% for the second quarter and
66.3% for the first six months of 2005 to 63.5% and 63.6% for the comparable periods of 2006.
Income before income taxes for the furniture rental segment amounted to $12.3 million for the
second quarter and $22.8 million for the first six months of 2006, versus $8.1 million for the
second quarter and $14.5 million for the first six months of 2005. The 51.9% improvement in pre-tax
operating results for the second quarter of 2006 and 57.2% improvement for the first six months of
2006 were due principally to the increase in revenues and the continued focus on managing operating
expenses.
-17-
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, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Revenues |
|
$ |
15,564 |
|
|
$ |
15,093 |
|
|
$ |
33,285 |
|
|
$ |
30,952 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
60 |
|
|
$ |
449 |
|
|
$ |
1,410 |
|
|
$ |
1,134 |
|
Income taxes |
|
|
16 |
|
|
|
223 |
|
|
|
471 |
|
|
|
496 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment net income |
|
$ |
44 |
|
|
$ |
226 |
|
|
$ |
939 |
|
|
$ |
638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reference is made to pages 29 and 30 of Wescos 2005 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 2006 increased $0.5 million, or 3.1%,
over those reported for the second quarter of 2005, and $2.3 million, or 7.5%, for the first six
months of 2006 over those reported for the comparable period of 2005. Of the increase in revenues
for the first six months, $0.9 million was attributable to an extraordinarily large sale of
toolroom supplies to a single customer by Precision Steels Precision Brand Products subsidiary in
the first quarter. Excluding that transaction, segment revenues for the first six months of 2006
increased by $1.4 million, or 4.5%, over those of the first six months of 2005. Pounds of steel
products sold increased by 5.0% for the current quarter and 7.5% for the first six months over
those for the corresponding 2005 periods. Changes in the mix of products sold in each period were
principally responsible for the variations between these percentages.
As explained in Note 5 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 reflect a charge for the estimated costs
relating to this matter of $0.8 million ($0.5 million, after taxes), which was recorded in the
second quarter of 2006. Costs, net of insurance recoveries relating to this matter, were
insignificant in the 2005 periods.
Excluding the aforementioned litigation-related expense of $0.8 million recorded in the second
quarter of 2006, explained in the preceding paragraph, income before income taxes and net income of
the industrial segment for each of the 2006 periods would have been almost double the corresponding
2005 amounts. Pre-tax and net income of the industrial segment is dependent not only on revenues,
but also on operating expenses and the cost of products sold. The latter, as a percentage of
revenues, amounted to 81.8% for the first quarter, and 81.3% for the first six months of 2006,
versus 83.8% and 83.4% for the corresponding periods of 2005. The cost percentages typically
fluctuate slightly from period to period principally as a result of changes in product mix and
price competition at all levels. The cost percentages for each of the 2006 periods were unusually
low, reflecting mainly customers acceptance of pricing in view of metal shortages and other
factors referred to above, as well as less costly LIFO inventory accounting adjustments. Conditions
of the domestic steel service industry may have recently become more stable than in the past few
years; however, management is concerned that the business of the industrial segment may revert to
the difficult times that prevailed prior to 2004.
-18-
Unrelated to Business Segment Operations
Set forth below is a summary of items increasing Wescos consolidated net income that are
viewed by management as unrelated to the operations of the insurance, furniture rental and
industrial segments. (Amounts are in thousands.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
June 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Realized investment gains, before income tax effect |
|
$ |
|
|
|
$ |
774 |
|
|
$ |
|
|
|
$ |
774 |
|
Income taxes |
|
|
|
|
|
|
271 |
|
|
|
|
|
|
|
271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized investment gains |
|
$ |
|
|
|
$ |
503 |
|
|
$ |
|
|
|
$ |
503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized gains and losses on Wescos investments have fluctuated in amount from period to
period, sometimes impacting consolidated earnings significantly. No gains or losses were realized
in the first six months of 2006. Gains or losses, when they occur, are classified by Wesco as
nonsegment items; they tend to fluctuate in amount from period to period, and their amounts and
timing have no predictive or practical analytical value.
* * * * *
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 34.5% and 33.2% for the quarters ended June 30, 2006 and June 30, 2005, and 34.4% and
28.7% for the respective six-month periods. The effective income tax rate for the six-month period
ended June 30, 2005 would have been 32.5% without the $2.0 million benefit recorded by Wes-FIC in
the first quarter, explained above (see Insurance Segment).
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, 2005, 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 2005. At June 30, 2006, 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, 2005.
-19-
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, 2005 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, 2006.
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.
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 4, 2006 |
By: |
/s/ Jeffrey L. Jacobson
|
|
|
|
Jeffrey L. Jacobson |
|
|
|
Vice President and
Chief Financial Officer
(principal financial officer) |
|
|
-20-