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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2004 or
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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 |
(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 |
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91101-1901 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
(626) 585-6700
(Registrants Telephone Number, Including Area Code)
Securities registered pursuant to section 12(b) of the Act:
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Title of Each Class |
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Name of Each Exchange on Which Registered |
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Capital Stock, $1 par value
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American Stock Exchange
and Pacific Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
(Title of Class)
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 X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K. x
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Exchange Act
Rule 12b-2). Yes X No
The aggregate market value of voting and non-voting stock of the
registrant held by non-affiliates of the registrant as of
June 30, 2004 was: $483,613,000.
The number of shares outstanding of the registrants
Capital Stock as of March 14, 2005 was: 7,119,807.
DOCUMENTS INCORPORATED BY REFERENCE
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Parts of Form 10-K |
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Proxy Statement for 2005
Annual Meeting of Shareholders
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Part III. Items 10, 11, 12, 13 and 14 |
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TABLE OF CONTENTS
PART I
GENERAL
Wesco Financial Corporation (Wesco) was incorporated
in Delaware on March 19, 1959. Wesco, through subsidiaries,
engages in three principal businesses: (1) the insurance
business, through Wesco-Financial Insurance Company
(Wes-FIC), which was incorporated in 1985 and
engages in the property and casualty insurance business, and The
Kansas Bankers Surety Company (KBS), which was
incorporated in 1909, was purchased by Wes-FIC in 1996 and
provides specialized insurance coverages for banks; (2) the
furniture rental business, through CORT Business Services
Corporation (CORT), which traces its national
presence to the combination of five regional furniture rental
companies in 1972 and was purchased by Wesco in 2000; and
(3) the steel service center business, through Precision
Steel Warehouse, Inc. (Precision Steel), which was
begun in 1940 and acquired by Wesco in 1979. The subsidiaries
are wholly owned, either directly or indirectly.
Wescos operations also include, through another wholly
owned subsidiary, MS Property Company (MS Property),
management of owned commercial real estate in downtown Pasadena,
California, a portion of which it plans to redevelop. MS
Property began its operations in late 1993, upon transfer to it
of real properties previously owned by Wesco and by a former
savings and loan subsidiary of Wesco.
Since 1973, Wesco has been 80.1%-owned by Blue Chip Stamps
(Blue Chip), a wholly owned subsidiary of Berkshire
Hathaway Inc. (Berkshire). Thus, Wesco and its
subsidiaries are controlled by Blue Chip and Berkshire. All of
these companies may also be deemed to be controlled by Warren E.
Buffett, who is Berkshires chairman and chief executive
officer and economic owner of 33% of its stock. Charles T.
Munger, the chairman of Wesco, is also vice chairman of
Berkshire, and consults with Mr. Buffett with respect to
Wescos investment decisions and major capital allocations.
Wescos activities fall into three business
segments insurance, furniture rental and industrial.
The insurance segment consists of the operations of Wes-FIC and
KBS. The furniture rental segment consists of the operations of
CORT. The industrial segment comprises Precision Steels
steel service center and other operations. Wesco is also engaged
in several activities not identified with the three business
segments; these include (1) investment activity unrelated
to the insurance segment, (2) MS Propertys real
estate activities, and (3) parent company activities.
INSURANCE SEGMENT
Wes-FIC was incorporated in 1985 to engage in the property and
casualty insurance and reinsurance business. Its insurance
operations are managed by National Indemnity Company
(NICO), which is headquartered in Omaha, Nebraska.
To simplify discussion, the term Berkshire Insurance
Group, as used in this report, refers to NICO and certain
other wholly owned insurance subsidiaries of Berkshire,
individually or collectively, although Berkshire also includes
in its insurance group the insurance subsidiaries that are
80.1%-owned through Berkshires ownership of Wesco.
Wes-FICs high net worth (about $2.1 billion at
December 31, 2004) has enabled Berkshire to offer Wes-FIC
the opportunity to participate, from time to time, in contracts
in which Wes-FIC effectively has reinsured certain property and
casualty risks of unaffiliated property and casualty insurers.
These arrangements have included excess-of-loss
contracts. Excess-of-loss contracts include
super-catastrophe reinsurance, which subjects the
reinsurer to especially large amounts of losses from
mega-catastrophes such as hurricanes or earthquakes.
Super-catastrophe policies, which indemnify the ceding companies
for all or part of covered losses in excess of large, specified
retentions, have been subject to aggregate limits. Wes-FIC has
also been party to quota-share reinsurance, under
which it shares in premiums and losses proportionately with the
ceding company.
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Wescos and Wes-FICs boards of directors have
authorized automatic acceptance of retrocessions of
super-catastrophe reinsurance offered by the Berkshire Insurance
Group provided the following guidelines and limitations are
complied with: (1) in order not to delay the acceptance
process, the retrocession is to be accepted without delay in
writing in Nebraska by agents of Wes-FIC who are salaried
employees of the Berkshire Insurance Group; (2) any ceding
commission received by the Berkshire Insurance Group cannot
exceed 3% of premiums, which is believed to be less than the
Berkshire Insurance Group could get in the marketplace;
(3) Wes-FIC is to assume 20% or less of the total risk;
(4) the Berkshire Insurance Group must retain at least 80%
of the identical risk; and (5) the aggregate premiums from
this type of business in any twelve-month period cannot exceed
10% of Wes-FICs net worth. Occasionally, the Berkshire
Insurance Group will also have an upper-level reinsurance
interest with interests different from Wes-FICs,
particularly in the event of one or more large losses.
Following are some of the more significant reinsurance
arrangements in which Wes-FIC has participated:
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A quota-share agreement entered into in 1985 whereby Wes-FIC
effectively reinsured through the Berkshire
Insurance Group, as intermediary-without-profit 2%
of essentially all insurance business of a major property and
casualty insurer written during a four-year coverage period that
expired in 1989. Wes-FIC remains liable for its share of
remaining unpaid losses and loss adjustment expenses, an
estimate of which is included in insurance liabilities on
Wescos consolidated balance sheet. |
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Several contracts for super-catastrophe reinsurance retroceded
by the Berkshire Insurance Group beginning in 1994, including 3%
participations in two super-catastrophe reinsurance policies
covering hurricane risks in Florida: (1) a 12-month policy
effective June 1, 1996; and (2) a three-year policy
effective January 1, 1997. No losses were incurred under
these contracts. |
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Participation to the extent of 10% in a catastrophic
excess-of-loss contract effective for the 1999 calendar year
covering property risks of a major international reinsurer, also
retroceded by the Berkshire Insurance Group. No liabilities
remain under this contract. |
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A multi-year, quota-share arrangement, entered into in 2000
through NICO, as intermediary without profit, for participation
in a pool of certain property and casualty risks written by a
large, unaffiliated insurer, under which Wes-FICs
participation increased from approximately 3.3% of certain risks
associated with policy years 2000 through 2002 to 6% of certain
risks thereafter. The terms of this arrangement were identical
to those accepted by another member of the Berkshire Insurance
Group, except as to the amount of the participation. This
arrangement was commuted (terminated) in the fourth quarter
of 2004, at which time Wes-FIC returned $43.1 million,
cash, to the ceding company, representing all unearned premiums,
less unamortized costs and expenses, and the ceding company
assumed the liabilities for any and all insurance risks
previously undertaken under the contract. Thus, at
December 31, 2004, Wes-FIC was no longer liable for any
claims or losses, or for adjustments to losses previously
recorded, under the contract. |
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Participation in four risk pools managed by a Berkshire
Insurance Group member covering hull, liability, workers
compensation and satellite exposures relating to the aviation
industry, as follows: with respect to 2001, to the extent of 3%
for each pool, with satellite exposures effective June 1;
for 2002, 13% of the hull and liability pools, increasing to
15.5% in August, and 3% of the workers compensation pool
(satellite exposures were not renewed in June); and, for 2003
and 2004, 10% of the hull and liability pools only. The
Berkshire Insurance Group member provides a portion of the
upper-level reinsurance protection to these aviation risk pools,
and therefore to Wes-FIC, on terms that could cause some
conflict of interest under certain conditions, e.g., in settling
a large loss. |
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The insurance industry, including Wes-FIC, experienced
significant reinsurance and insurance losses from the
September 11, 2001 terrorist attack. The Terrorism Risk
Insurance Act of 2002 (TRIA), enacted in 2002,
established for commercial property and casualty insurers (but
not as reinsurers see next paragraph) a program
providing for federal reinsurance of insured terrorism losses
occurring after enactment. Under TRIA, a terrorism loss must
have resulted from a terrorist act undertaken on behalf of a
foreign person or interest which has resulted in an insured loss
in excess of $5 million, as certified by the federal
government. To be eligible for federal reinsurance, insurers
must make available insurance coverage for acts of terrorism by
providing policyholders with clear and conspicuous notice of the
amount of premium that will be charged for this coverage and of
the federal share of any insured losses resulting from any act
of terrorism. In the event of a certified act of terrorism, the
federal government will reimburse each insurer (conditioned on
its satisfaction of policyholder notification requirements) for
90% of its insured losses in excess of the insurers
deductible. The insurers deductible is calculated based on
the direct earned premiums for relevant commercial lines written
by the insurers entire insurance group. The insurers
deductible amounts increased from 7% of its groups earned
premiums for 2003 to 10% for 2004 and 15% for 2005. The
aggregate deductible amount for the Berkshire insurance group
(including Wescos insurance subsidiaries), believed to
have approximated $200 million for 2004, is estimated to
approximate $300 million for 2005. There is a
$100 billion cap per TRIA program year on aggregate
certified losses (all eligible insurers deductibles plus
their 15% share and the federal 85% share above the
deductibles), and insurers are free to exclude their liability
for terrorism losses in excess of the cap. Unless extended, TRIA
will expire at the end of 2005.
Assumed reinsurance is specifically excluded from TRIA
participation. Thus, terrorism exclusions contained within
reinsurance contracts remain in effect. Reinsurers are not
required to offer terrorism coverage and are not eligible for
federal reinsurance of terrorism losses. Wes-FIC, as a
reinsurer, however, could indirectly benefit under TRIA
essentially in proportion to applicable federal loss limitations
that may be available to its ceding insurer customers. Although
Wes-FICs (and thus Wescos) exposure to terrorism
losses as a reinsurer or insurer, whether or not mitigated by
TRIA, cannot be predicted, Wes-FICs management does not
believe it likely that, on a worst-case basis, Wes-FICs
shareholders equity would be severely impacted by future
terrorism-related insurance losses under reinsurance or
insurance contracts currently in effect.
Although Wes-FIC has no active super-catastrophe reinsurance
contracts in force, Wes-FIC will likely have opportunities to
participate in such business from time to time in the future.
Management believes that an insurer in the reinsurance business
must maintain large net worth in relation to annual premiums in
order to remain solvent when called upon to pay claims when a
loss occurs. In this respect Wes-FIC and KBS are competitively
well positioned, inasmuch as their net premiums written for
calendar 2004 amounted to only 2% of their combined statutory
surplus, compared to an industry average of 117% based on
figures reported for 2003.
Wes-FIC is also licensed to write direct insurance
business (as distinguished from reinsurance) in Nebraska, Utah
and Iowa, and may write direct insurance in the non-admitted
excess and surplus lines market in several other states, but the
volume written to date has been minimal.
In July 1996, Wes-FIC purchased KBS for approximately
$80 million in cash. KBS provides specialized insurance
coverage to more than 20% of the banks in the United States,
mostly small and medium-sized banks in the Midwest. It is
licensed to write business in 30 states. KBS is also
subject to regulation by the Department of the Treasury. Its
product line for financial institutions includes policies for
crime insurance, check kiting fraud indemnification, Internet
banking catastrophe theft insurance, directors and officers
liability, bank employment practices, and bank insurance agents
professional errors and omissions indemnity, as well as deposit
guaranty bonds, which insure deposits in excess of federal
deposit insurance limits. KBS purchases reinsurance for
indemnification against large losses, ceding 50% of a layer of
loss exposure to an unaffiliated reinsurer and the other 50% to
a Berkshire subsidiary, on identical terms. A layer of losses
above such layer is 30%-retained by KBS; the other 70% is
reinsured by another Berkshire insurance subsidiary. In 2004,
premiums of $2.1 million
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were ceded to Berkshire subsidiaries; no incurred reinsured
losses were allocated to them. For many years, KBS had ceded
more of its risks to third party reinsurers. By retaining a
larger amount of risk than previously, Wescos management
seeks satisfactory operating results over the long term in
return for greater short-term volatility.
KBS markets its products in some states through exclusive,
commissioned agents, and directly to insureds in other states.
Inasmuch as the number of small midwestern banks is declining as
the banking industry consolidates, KBS relies for growth on an
extraordinary level of service provided by its dedicated
employees and agents, and on new products such as deposit
guaranty bonds, which were introduced in 1993 and currently
account for approximately 45 percent of premiums written.
A significant marketing advantage enjoyed by Berkshires
insurance subsidiaries, including Wescos insurance
segment, is the maintenance of exceptional capital strength. The
combined statutory surplus of Wescos insurance businesses
totaled approximately $2.1 billion at December 31,
2004. This capital strength creates opportunities for the Wesco
subsidiaries to participate in reinsurance and insurance
contracts not necessarily available to many of their competitors.
Standard & Poors Corporation, in recognition of
Wes-FICs strong competitive position as a member of
Berkshires group of insurance subsidiaries and its unusual
capital strength, has assigned its highest rating, AAA, to
Wes-FICs claims-paying ability. This rating recognizes the
commitment of Wes-FICs management to a disciplined
approach to underwriting, conservative reserving, and
Wes-FICs extremely strong capital base.
Management is hopeful, but has no assurance, that the business
activities of Wes-FIC and KBS will grow. It welcomes the
opportunity to participate in additional reinsurance
retrocessions and other insurance arrangements with the
Berkshire Insurance Group, as well as acquisitions of other
insurance companies.
Insurance companies are subject to regulation by the departments
of insurance of the various states in which they write policies
as well as the states in which they are domiciled and, if
applicable, as is the case with KBS, by the Department of the
Treasury. Regulations relate to, among other things, capital
requirements, shareholder and policyholder dividend
restrictions, reporting requirements, annual audits by
independent accountants, periodic regulatory examinations, and
limitations on the size and types of investments that can be
made.
Wes-FIC, which is operated by NICO, has no employees of its own.
KBS has 17 employees.
FURNITURE RENTAL SEGMENT
CORT, acquired in February 2000 by a subsidiary of Wesco, is the
largest, and only national, provider of rental furniture,
accessories and related services in the rent-to-rent
(as opposed to rent-to-own) segment of the furniture
industry. CORT rents high-quality furniture to corporate and
individual customers who desire flexibility in meeting their
temporary office, residential or trade show furnishing needs,
and who typically do not seek to own such furniture. In
addition, CORT sells previously rented furniture through
company-owned clearance centers, thereby enabling it to
regularly renew its inventory and update styles. CORTs
network of facilities (in 34 states and the District of
Columbia) comprises 100 showrooms, 87 clearance centers and
82 warehouses, as well as four websites
www.cort1.com, www.corttradeshow.com, www.relocationcentral.com
and www.myrelocationcentral.com.
CORTs rent-to-rent business is differentiated from
rent-to-own businesses primarily by the terms of the rental
arrangements and the type of customer served. Rent-to-rent
customers generally desire high-quality furniture to meet
temporary needs, have established credit, and pay on a monthly
basis. Typically, these customers do not seek to acquire the
property on a permanent basis. In a typical rent-to-rent
transaction, the customer agrees to rent furniture for a minimum
of three months, subject to extension by the customer on a
month-to-month basis. By contrast, rent-to-own arrangements are
generally made by customers lacking established credit whose
objective is the eventual ownership of
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the property; these transactions are typically entered into on a
month-to-month basis and may require weekly rental payments.
CORTs customer base includes Fortune 500 companies,
small businesses, professionals, and owners and operators of
apartment communities. CORTs management believes its size,
national presence, brand awareness, consistently high level of
customer service, product quality and breadth of selection,
depth and experience of management, and efficient clearance
centers have been key contributors to the companys
success. CORT offers a wide variety of office and home
furnishings, including commercial panel systems, televisions,
housewares and accessories. CORT emphasizes its ability to
furnish an apartment, home or entire suite of offices with
high-quality furniture, housewares and accessories in two
business days. CORTs objective is to build upon these core
competencies and competitive advantages to increase revenues and
market share. Key to CORTs growth strategies are
(1) expanding its corporate customer base,
(2) enhancing its ability to capture an increasing number
of Internet customers through its on-line catalog and other web
services, (3) making selective acquisitions, and
(4) continuing to develop various products and services.
In order to capitalize on the significant profit potential
available from longer average rental periods and the higher
average monthly rent typically available for office products,
CORTs strategy is to place greater emphasis on rentals of
office furniture than on residential furniture. In order to
promote longer office lease terms, CORT offers lower rates on
leases where lease terms exceed six months. A significant
portion of CORTs residential furniture rentals are derived
from corporate relocations and temporary assignments, as new and
transferred employees of CORTs corporate customers enter
into leases for residential furniture. Sales personnel maintain
contact with corporate relocation departments and present the
possibility of obtaining fully furnished rental apartments as a
lower-cost alternative to hotel accommodations. Thus, CORT
offers its corporate rental customers a way to reduce the costs
of corporate relocation and travel while developing residential
business with new and transferred employees. CORT also provides
short-term rentals for trade shows and conventions. Its
www.corttradeshow.com website assists in providing information
to and gathering leads from prospects.
Until the economy weakened beginning late in 2000, CORT was
benefiting from an increasing demand for furniture rental
services. Management believes that the increasing demand was
caused by continued growth in business and professional
employment, the increasing importance to American business of
flexibility and outsourcing, and the impact of a more mobile and
transitory population. From late 2000 until the latter part of
2004, CORTs business declined steadily by over 20%.
Management attributes the decline mainly to a slowdown in new
business formation and business failures notably in the
high-technology industry, exacerbated to some degree by the
terrorist activity on September 11, 2001. At yearend 2004
the number of furniture leases was about 2% higher than at
yearend 2003. Management believes that the downward trend in
business has possibly ended.
CORTs Relocation Central operation (Relocation
Central) provides the nations largest apartment
locator service through its websites, (www.relocationcentral.com
and www.myrelocationcentral.com), customer call centers and
walk-in locations. More than 350 apartment communities
refer their tenants to CORT. Relocation Central started up as a
subsidiary of CORT in 2001 and was reorganized as a division of
CORT as of yearend 2004; it now relies more on internet traffic
and less on separate, fully staffed facilities than previously.
The integration of Relocation Central into CORT was begun in
2003 as part of a corporate-wide program to reduce operating
expenses, including the number of facilities and personnel.
CORTs management is hopeful that Relocation Central, which
has sustained losses since inception, will enhance corporate
operating results in the future. Overall, it is believed that
CORT is well positioned to benefit from domestic job growth and
any corresponding economic expansion.
The rent-to-rent segment of the furniture rental industry is
highly competitive. There are several large regional as well as
a number of smaller regional and local rent-to-rent competitors.
In addition, numerous retailers offer residential and office
furniture under rent-to-own arrangements. Management
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believes that the principal competitive factors in the furniture
rental industry are product value, furniture condition, extent
of furniture selection, terms of rental agreement, speed of
delivery, exchange privilege, option to purchase, deposit
requirements and customer service.
The majority of CORTs furniture sales revenue is from its
clearance center sales. The remaining furniture sales revenue is
derived primarily from lease conversions and sales of new
furniture. The sale of previously leased furniture allows CORT
to control inventory quantities and to maintain inventory
quality at showroom level. On the average, furniture is
typically sold through the clearance centers three years after
its initial purchase by CORT.
With respect to sales of furniture through its clearance
centers, CORT competes with numerous new and used furniture
retailers, some of which are larger than CORT. CORTs
management believes that price and value are its principal
competitive advantages in this activity.
CORT has approximately 2,250 full-time employees, including
50 union members. Management considers labor relations to
be good.
INDUSTRIAL SEGMENT
Precision Steel, acquired in 1979, and one of its subsidiaries
operate steel service centers in the Chicago and Charlotte
metropolitan areas. The service centers buy stainless steel, low
carbon sheet and strip steel, coated metals, spring steel,
brass, phosphor bronze, aluminum and other metals, cut these
metals to order, and sell them to a wide variety of customers.
The service center business is highly competitive. Precision
Steels annual sales volume of approximately 24 thousand
tons of flat rolled products compares with the domestic steel
service industrys annual volume of approximately
13 million tons of comparable products. Precision Steel
competes not only with other service centers but also with mills
which supply metal to the service centers. Sales competition
exists in the areas of price, quality, availability and speed of
delivery. Because it is willing to sell in relatively small
quantities, Precision Steel has been able to compete in
geographic areas distant from its service center facilities.
Competitive pressure has been intensified by imports, a shift to
production abroad and an increasing tendency of domestic
manufacturers to use less costly materials in making parts.
Precision Brand Products, Inc. (Precision Brand), a
wholly owned subsidiary of Precision Steel that is also located
in the Chicago area, manufactures shim stock and other toolroom
specialty items, and distributes a line of hose clamps and
threaded rod. These products are sold under the Precision Brand
and DuPage names nationwide, generally through industrial
distributors. This business is highly competitive. Precision
Brands share of the toolroom specialty products market is
believed to approximate .5%; statistics are not available with
respect to its share of the market for hose clamps and threaded
rod.
Steel service raw materials are obtained principally from major
domestic steel mills, and their availability had generally been
good until approximately one year ago, when the market drifted
into near chaos caused by shortages. Consolidation and
downsizing at the mill level, coupled with an increased use of
steel due to a higher level of manufacturing activity, have
resulted in extended mill lead times and limitations being
placed on order quantities by the producing mills. Precision
Steels service centers maintain extensive inventories in
order to meet customer demand for prompt deliveries; typically,
processed metals are delivered to the customer within one or two
weeks. Precision Brand normally maintains inventories adequate
to allow for off-the-shelf service to customers within
24 hours.
The industrial segment businesses are subject to economic cycles
and other factors. These businesses are not dependent on a few
large customers. The backlog of steel service orders increased
to $4.8 million at December 31, 2004 from
$4.7 million at December 31, 2003.
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There are 200 full-time employees engaged in the industrial
segment businesses, about 40% of whom are members of unions.
Management considers labor relations to be good.
ACTIVITIES NOT IDENTIFIED WITH A BUSINESS SEGMENT
Certain of Wescos activities are not identified with any
business segment. These include (1) investment activity
unrelated to the insurance segment, (2) management of owned
commercial real property, a portion of which it plans to
redevelop, and (3) parent company activities.
Six full-time employees are engaged in the activities of Wesco
and MS Property.
AVAILABLE INFORMATION
Wescos Forms 10-K, 10-Q and 8-K, and amendments
thereto, may be accessed soon after such material is
electronically filed with the Securities and Exchange Commission
(SEC), through Wescos website,
www.wescofinancial.com, or the SECs, www.sec.gov.
MS Property owns a business block in Pasadena, California
situated between the city hall and a large shopping mall. The
mall has been redeveloped to include residential units and a
multiscreen movie theater. The blocks improvements include
a nine-story office building that was constructed in 1964 and
has approximately 125,000 square feet of net rentable area,
and a multistory garage with space for 425 vehicles. Of the
125,000 square feet of space in the office building,
approximately 5,000 square feet are used by MS Property or
leased to Blue Chip or Wesco. The remaining space is almost
fully leased to outside parties, including Citibank (the ground
floor tenant), law firms and others, under agreements expiring
at dates extending to 2010. Adjacent to the building and garage
is a vacant parcel; MS Property is seeking city approval of its
plans to redevelop the parcel, together with a vacant parcel of
land it owns in the next block, for condominium housing.
MS Property also owns several buildings that are leased to
various small businesses in a small shopping center in Southern
California.
Wes-FICs place of business is the Omaha, Nebraska
headquarters office of NICO.
KBS leases 5,100 square feet of office space in a
multistory office building in Topeka, Kansas under a lease that
expires in 2007.
CORT leases 16,212 square feet of office space in a
multistory office building in Fairfax, Virginia, which it uses
as its headquarters. It has an option to renew the lease for
five years beyond its 2006 expiration.
CORT carries out its rental, sales and warehouse operations in
metropolitan areas in 34 states and the District of
Columbia through 174 facilities, of which 18 were owned and
the balance leased as of December 31, 2004. The leased
facilities lease terms expire at dates ranging from 2005
to 2015. CORT has generally been able to extend expiration dates
of its leases or obtain suitable alternative facilities on
satisfactory terms. As leases expire, CORT has been eliminating
redundant locations. Where locations are desirable, its
management has been attempting to combine rental, clearance and
warehouse operations rather than retain separate showrooms,
because business and residential customers have been
increasingly using the Internet, fax and telephone.
CORTs showrooms generally have 4,000 to 5,000 square
feet of floor space. CORT regularly reviews the presentation and
appearance of its furniture showrooms and clearance centers and
periodically improves or refurbishes them to enhance their
attractiveness to customers.
Relocation Central leases 3,800 square feet of office space
in a multistory office building in Santa Clara, California,
which it uses as its headquarters. The lease expires in February
2006. Its
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apartment locator services are situated in 24 leased facilities
in 20 metropolitan areas in 16 states under leases expiring
at dates ranging from 2005 to 2007, as well as in 13 of
CORTs showrooms.
Precision Steel and its subsidiaries own three buildings housing
their plant and office facilities, with usable area
approximately as follows: 138,000 square feet in Franklin
Park, Illinois; 63,000 square feet in Charlotte, North
Carolina; and 59,000 square feet in Downers Grove, Illinois.
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Legal Proceedings |
Wesco and its subsidiaries are not involved in any legal
proceedings that are expected to result in detrimental financial
impact material to its shareholders equity. However, see
Note 5 to the accompanying consolidated financial
statements for an explanation of an environmental matter
involving Precision Steel and one of its subsidiaries that could
materially impact consolidated net income in any given fiscal
period.
|
|
| Item 4. |
Submission of Matters to a Vote of Security Holders |
None.
PART II
|
|
| Item 5. |
Market for Registrants Common Equity, Related
Shareholder Matters and Issuer Purchases of Equity Securities |
Wescos capital stock is traded on the American Stock
Exchange and the Pacific Stock Exchange.
The following table sets forth quarterly ranges of composite
prices for American Stock Exchange trading of Wesco shares for
2004 and 2003, based on data reported by the American Stock
Exchange, as well as cash dividends paid by Wesco on each
outstanding share:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
2004 | |
|
2003 | |
| |
|
| |
|
| |
| |
|
Sales Price | |
|
|
|
Sales Price | |
|
|
| |
|
| |
|
Dividends | |
|
| |
|
Dividends | |
| Quarter Ended |
|
High | |
|
Low | |
|
Paid | |
|
High | |
|
Low | |
|
Paid | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
March 31
|
|
$ |
410 |
|
|
$ |
324 |
|
|
$ |
0.345 |
|
|
$ |
310 |
|
|
$ |
285 |
|
|
$ |
0.335 |
|
|
June 30
|
|
|
433 |
|
|
|
351 |
|
|
|
0.345 |
|
|
|
322 |
|
|
|
285 |
|
|
|
0.335 |
|
|
September 30
|
|
|
374 |
|
|
|
339 |
|
|
|
0.345 |
|
|
|
357 |
|
|
|
303 |
|
|
|
0.335 |
|
|
December 31
|
|
|
419 |
|
|
|
338 |
|
|
|
0.345 |
|
|
|
373 |
|
|
|
315 |
|
|
|
0.335 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
$ |
1.380 |
|
|
|
|
|
|
|
|
|
|
$ |
1.340 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There were approximately 525 shareholders of record of
Wescos capital stock as of the close of business on
March 14, 2005. It is estimated that approximately 4,600
additional Wesco shareholders held shares of Wescos
capital stock in street name at that date.
Wesco did not purchase any of its own equity securities during
2004.
17
Item 6. Selected Financial Data
Set forth below and on the following page are selected
consolidated financial data for Wesco and its subsidiaries. For
additional financial information, attention is directed to
Wescos audited 2004 consolidated financial statements
appearing elsewhere in this report. (Amounts are in thousands
except for amounts per share.)
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
December 31, | |
| |
|
| |
| |
|
2004 | |
|
2003 | |
|
2002 | |
|
2001 | |
|
2000 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cash and cash equivalents
|
|
$ |
1,161,163 |
|
|
$ |
1,052,462 |
|
|
$ |
349,812 |
|
|
$ |
120,784 |
|
|
$ |
153,810 |
|
| |
Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Securities with fixed maturities
|
|
|
94,299 |
|
|
|
167,390 |
|
|
|
827,537 |
|
|
|
924,160 |
|
|
|
839,683 |
|
| |
|
Marketable equity securities
|
|
|
759,658 |
|
|
|
754,634 |
|
|
|
626,768 |
|
|
|
667,262 |
|
|
|
833,937 |
|
| |
Accounts receivable
|
|
|
46,007 |
|
|
|
60,168 |
|
|
|
67,425 |
|
|
|
43,871 |
|
|
|
38,444 |
|
| |
Rental furniture
|
|
|
171,983 |
|
|
|
163,699 |
|
|
|
187,480 |
|
|
|
212,586 |
|
|
|
244,847 |
|
| |
Goodwill of acquired businesses
|
|
|
266,607 |
|
|
|
266,607 |
|
|
|
266,203 |
|
|
|
264,465 |
|
|
|
260,037 |
|
| |
Other assets
|
|
|
71,818 |
|
|
|
73,435 |
|
|
|
81,750 |
|
|
|
86,565 |
|
|
|
90,157 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Total assets
|
|
$ |
2,571,535 |
|
|
$ |
2,538,395 |
|
|
$ |
2,406,975 |
|
|
$ |
2,319,693 |
|
|
$ |
2,460,915 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Insurance losses and loss adjustment expenses
|
|
$ |
56,162 |
|
|
$ |
102,526 |
|
|
$ |
73,065 |
|
|
$ |
61,879 |
|
|
$ |
39,959 |
|
| |
Unearned insurance premiums
|
|
|
25,341 |
|
|
|
28,993 |
|
|
|
48,681 |
|
|
|
24,897 |
|
|
|
17,006 |
|
| |
Deferred furniture rental income and security deposits
|
|
|
20,358 |
|
|
|
19,835 |
|
|
|
21,562 |
|
|
|
23,796 |
|
|
|
27,669 |
|
| |
Notes payable
|
|
|
29,225 |
|
|
|
12,679 |
|
|
|
32,481 |
|
|
|
33,649 |
|
|
|
56,035 |
|
| |
Income taxes payable, principally deferred
|
|
|
272,005 |
|
|
|
247,241 |
|
|
|
227,902 |
|
|
|
225,665 |
|
|
|
305,175 |
|
| |
Other liabilities
|
|
|
51,501 |
|
|
|
48,931 |
|
|
|
45,122 |
|
|
|
37,410 |
|
|
|
38,037 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Total liabilities
|
|
$ |
454,592 |
|
|
$ |
460,205 |
|
|
$ |
448,813 |
|
|
$ |
407,296 |
|
|
$ |
483,881 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Capital stock and surplus
|
|
$ |
33,324 |
|
|
$ |
33,324 |
|
|
$ |
30,439 |
|
|
$ |
30,439 |
|
|
$ |
30,439 |
|
| |
Unrealized appreciation of investments, net of taxes
|
|
|
427,690 |
|
|
|
426,542 |
|
|
|
374,571 |
|
|
|
372,267 |
|
|
|
480,469 |
|
| |
Retained earnings
|
|
|
1,655,929 |
|
|
|
1,618,324 |
|
|
|
1,553,152 |
|
|
|
1,509,691 |
|
|
|
1,466,126 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
Total shareholders equity
|
|
$ |
2,116,943 |
|
|
$ |
2,078,190 |
|
|
$ |
1,958,162 |
|
|
$ |
1,912,397 |
|
|
$ |
1,977,034 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Per capital share
|
|
$ |
297.33 |
|
|
$ |
291.89 |
|
|
$ |
275.03 |
|
|
$ |
268.60 |
|
|
$ |
277.68 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Year Ended December 31, | |
| |
|
| |
| |
|
2004 | |
|
2003 | |
|
2002 | |
|
2001 | |
|
2000 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Sales and service revenues
|
|
$ |
414,508 |
|
|
$ |
406,250 |
|
|
$ |
437,099 |
|
|
$ |
443,628 |
|
|
$ |
426,096 |
|
| |
Insurance premiums earned
|
|
|
54,589 |
|
|
|
106,651 |
|
|
|
64,627 |
|
|
|
43,031 |
|
|
|
23,783 |
|
| |
Dividend and interest income
|
|
|
36,844 |
|
|
|
44,763 |
|
|
|
70,652 |
|
|
|
70,981 |
|
|
|
59,759 |
|
| |
Realized net investment gains
|
|
|
|
|
|
|
53,466 |
|
|
|
|
|
|
|
|
|
|
|
1,311,270 |
|
| |
Other
|
|
|
3,372 |
|
|
|
3,187 |
|
|
|
3,299 |
|
|
|
3,439 |
|
|
|
3,056 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
509,313 |
|
|
|
614,317 |
|
|
|
575,677 |
|
|
|
561,079 |
|
|
|
1,823,964 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Cost of products and services sold
|
|
|
146,783 |
|
|
|
144,725 |
|
|
|
145,677 |
|
|
|
144,712 |
|
|
|
146,649 |
|
| |
Insurance losses, loss adjustment and underwriting expenses
|
|
|
32,062 |
|
|
|
82,497 |
|
|
|
58,736 |
|
|
|
46,682 |
|
|
|
19,392 |
|
| |
Selling, general and administrative
|
|
|
261,434 |
|
|
|
278,090 |
|
|
|
288,353 |
|
|
|
276,712 |
|
|
|
227,954 |
|
| |
Interest expense
|
|
|
799 |
|
|
|
749 |
|
|
|
1,994 |
|
|
|
4,169 |
|
|
|
5,235 |
|
| |
Goodwill amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,476 |
|
|
|
6,342 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
441,078 |
|
|
|
506,061 |
|
|
|
494,760 |
|
|
|
479,751 |
|
|
|
405,572 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes and minority interest
|
|
|
68,235 |
|
|
|
108,256 |
|
|
|
80,917 |
|
|
|
81,328 |
|
|
|
1,418,392 |
|
|
Income taxes
|
|
|
20,808 |
|
|
|
34,852 |
|
|
|
28,199 |
|
|
|
28,792 |
|
|
|
495,922 |
|
|
Minority interest in net loss of subsidiary
|
|
|
|
|
|
|
(1,307 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$ |
47,427 |
|
|
$ |
74,711 |
|
|
$ |
52,718 |
|
|
$ |
52,536 |
|
|
$ |
922,470 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts per capital share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Net income
|
|
$ |
6.66 |
|
|
$ |
10.49 |
|
|
$ |