SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
(Mark One)
| x | Quarterly report pursuant to section 13 or 15 (d) of the Securities Exchange Act of 1934 | |
| For the Quarterly period ended June 30, 2003 or | ||
| o | 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
| DELAWARE | 95-2109453 | |
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| (State or Other Jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
301 East Colorado Boulevard, Suite 300, Pasadena, California 91101-1901
626/585-6700
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 o
Indicate by check mark whether registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act.)
Yes x No o
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 6, 2003
PART I. FINANCIAL INFORMATION
| Page(s) | ||||
Item 1.
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Financial Statements |
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Condensed consolidated statement of income and retained earnings three- and six-month periods ended June 30, 2003 and June 30, 2002 |
4 |
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Condensed consolidated balance sheet June 30, 2003 and December 31, 2002 |
5 |
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Condensed consolidated statement of cash flows six-month periods ended June 30, 2003 and June 30, 2002 |
6 |
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Notes to condensed consolidated financial statements |
7-9 |
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Item 2.
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Managements Discussion and Analysis of Financial Condition and
Results of Operations |
10-17 |
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk |
17 |
| Item 4. | Controls and Procedures. |
An evaluation was performed under the supervision and with the participation of the management of Wesco Financial Corporation (Wesco), including Charles T. Munger (Chief Executive Officer) and Jeffrey L. Jacobson (Chief Financial Officer), of the effectiveness of the design and operation of Wescos disclosure controls and procedures as of June 30, 2003. Based on that evaluation, Mr. Munger and Mr. Jacobson concluded that Wescos disclosure controls and procedures are effective in ensuring that information required to be disclosed by Wesco 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 and Exchange Commission. There have been no material changes in Wescos internal controls over financial reporting or in other factors reasonably likely to affect the internal controls over financial reporting during the quarter ended June 30, 2003.
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PART II. OTHER INFORMATION
| 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 7, 2003, at which meeting the shareholders elected the following Directors: |
| Favorable | Votes | |||||||
| Name | Votes | Withheld | ||||||
Charles T. Munger |
6,841,621 | 101,656 | ||||||
Robert H. Bird |
6,839,611 | 103,666 | ||||||
Carolyn H. Carlburg |
6,936,467 | 6,810 | ||||||
Robert E. Denham |
6,777,642 | 165,635 | ||||||
Robert T. Flaherty |
6,935,796 | 7,301 | ||||||
Peter D. Kaufman |
6,938,426 | 4,851 | ||||||
Elizabeth Caspers Peters |
6,935,401 | 7,876 | ||||||
| Shareholders abstained from voting 180 shares with respect to Mr. Flaherty. There were no broker non-votes. No other matters were voted upon at the meeting. | ||
| Item 6. | Exhibits and Reports on Form 8-K |
| (a) | Exhibits: |
| 31.1 - | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer) | |
| 31.2 - | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer) | |
| 32.1 - | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer) | |
| 32.2 - | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer) | |
| (b) | Reports on Form 8-K | Report dated May 9, 2003 Item reported: 12 |
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WESCO FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF
INCOME AND RETAINED EARNINGS
(Dollar amounts in thousands except for amounts per share)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||||
Revenues: |
||||||||||||||||||
Sales and service revenues |
$ | 103,745 | $ | 111,928 | $ | 209,437 | $ | 223,893 | ||||||||||
Insurance premiums earned |
22,480 | 13,192 | 56,513 | 26,091 | ||||||||||||||
Dividend and interest income |
12,889 | 18,448 | 27,388 | 36,082 | ||||||||||||||
Realized investment gains |
52,208 | | 53,019 | | ||||||||||||||
Other |
803 | 829 | 1,607 | 1,640 | ||||||||||||||
| 192,125 | 144,397 | 347,964 | 287,706 | |||||||||||||||
Costs and expenses: |
||||||||||||||||||
Cost of products and services sold |
35,785 | 39,305 | 74,020 | 78,657 | ||||||||||||||
Insurance losses, loss adjustment and
underwriting expenses |
15,937 | 12,919 | 42,481 | 24,847 | ||||||||||||||
Selling, general and administrative expenses |
72,177 | 70,390 | 144,456 | 139,637 | ||||||||||||||
Interest expense |
140 | 510 | 380 | 1,073 | ||||||||||||||
| 124,039 | 123,124 | 261,337 | 244,214 | |||||||||||||||
Income before income taxes and minority interest |
68,086 | 21,273 | 86,627 | 43,492 | ||||||||||||||
Provision for income taxes |
(22,673 | ) | (6,393 | ) | (29,270 | ) | (14,175 | ) | ||||||||||
Minority interest in loss of subsidiary |
568 | | 1,128 | | ||||||||||||||
Net income |
45,981 | 14,880 | 58,485 | 29,317 | ||||||||||||||
Retained earnings beginning of period |
1,563,273 | 1,521,814 | 1,553,152 | 1,509,691 | ||||||||||||||
Cash dividends declared and paid |
(2,386 | ) | (2,315 | ) | (4,769 | ) | (4,629 | ) | ||||||||||
Retained earnings end of period |
$ | 1,606,868 | $ | 1,534,379 | $ | 1,606,868 | $ | 1,534,379 | ||||||||||
Amounts per capital share based on 7,119,807 shares
outstanding throughout each period: |
||||||||||||||||||
Net income |
$ | 6.45 | $ | 2.09 | $ | 8.21 | $ | 4.12 | ||||||||||
Cash dividends |
$ | .335 | $ | .325 | $ | .670 | $ | .650 | ||||||||||
See notes beginning on page 7.
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WESCO FINANCIAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollar amounts in thousands)
(Unaudited)
| June 30, | Dec. 31, | ||||||||
| 2003 | 2002 | ||||||||
ASSETS |
|||||||||
Cash and cash equivalents |
$ | 933,142 | $ | 349,812 | |||||
Investments: |
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Securities with fixed maturities |
293,545 | 827,537 | |||||||
Marketable equity securities |
671,046 | 626,768 | |||||||
Rental furniture |
184,285 | 187,480 | |||||||
Goodwill of acquired businesses |
266,455 | 266,203 | |||||||
Other assets |
126,477 | 149,175 | |||||||
| $ | 2,474,950 | $ | 2,406,975 | ||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
|||||||||
Insurance losses and loss adjustment expenses |
$ | 90,629 | $ | 73,065 | |||||
Unearned insurance premiums |
26,882 | 48,681 | |||||||
Deferred furniture rental income and security deposits |
21,511 | 21,562 | |||||||
Notes payable |
18,761 | 32,481 | |||||||
Income taxes payable, principally deferred |
245,685 | 227,902 | |||||||
Other liabilities |
56,324 | 45,122 | |||||||
| 459,792 | 448,813 | ||||||||
Minority shareholders interest in net assets of subsidiary |
1,226 | | |||||||
Shareholders equity: |
|||||||||
Capital stock and additional paid-in capital |
31,628 | 30,439 | |||||||
Unrealized appreciation of investments, net of taxes |
375,436 | 374,571 | |||||||
Retained earnings |
1,606,868 | 1,553,152 | |||||||
Total shareholders equity |
2,013,932 | 1,958,162 | |||||||
| $ | 2,474,950 | $ | 2,406,975 | ||||||
See notes beginning on page 7.
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WESCO FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollar amounts in thousands)
(Unaudited)
| Six Months Ended | ||||||||||
| June 30, | June 30, | |||||||||
| 2003 | 2002 | |||||||||
Cash flows from operating activities, net |
$ | 88,035 | $ | 87,223 | ||||||
Cash flows from investing activities: |
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Maturities and redemptions of securities with fixed maturities |
193,908 | 221,245 | ||||||||
Sales of securities with fixed maturities |
351,180 | | ||||||||
Purchases of securities with fixed maturities |
(2,561 | ) | (288,936 | ) | ||||||
Acquisitions of businesses, net of cash and cash equivalents acquired |
(3,440 | ) | (30,285 | ) | ||||||
Purchases of rental furniture |
(32,304 | ) | (25,643 | ) | ||||||
Other, net |
(3,880 | ) | (2,689 | ) | ||||||
Net cash flows from investing activities |
502,903 | (126,308 | ) | |||||||
Cash flows from financing activities: |
||||||||||
Net increase (decrease) in line of credit borrowings |
(3,600 | ) | 8,326 | |||||||
Payment of cash dividends |
(4,769 | ) | (4,629 | ) | ||||||
Other, net |
761 | | ||||||||
Net cash flows from financing activities |
(7,608 | ) | 3,697 | |||||||
Increase (decrease) in cash and cash equivalents |
583,330 | (35,388 | ) | |||||||
Cash and cash equivalents beginning of period |
349,812 | 120,784 | ||||||||
Cash and cash equivalents end of period |
$ | 933,142 | $ | 85,396 | ||||||
Supplementary information: |
||||||||||
Interest paid during period |
$ | 415 | $ | 1,065 | ||||||
Income taxes paid (recovered), net, during period |
12,056 | (16,632 | ) | |||||||
Noncash activities conversion of debt to equity in subsidiary |
9,808 | | ||||||||
See notes beginning on page 7.
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WESCO FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands except for amounts per share)
(Unaudited)
Note 1
In managements opinion, the condensed consolidated financial statements of Wesco Financial Corporation (Wesco) 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 42 through 50 of its 2002 Form 10-K Annual Report for other information deemed generally applicable to the condensed consolidated financial statements.
Wescos management does not believe that any accounting pronouncements issued to date by the Financial Accounting Standards Board and required to be adopted after June 30, 2003 will have a material effect on reported shareholders equity.
Note 2
In January 2001, Wescos furniture rental subsidiary, CORT Business Services Corporation (CORT), formed a marketing subsidiary, Relocation Central Corporation (Relocation Central), which partially financed its start-up by issuing convertible notes primarily to unrelated parties. In February 2003, most note holders exercised their options to convert their notes into approximately 20% of Relocation Centrals common stock. The minority shareholders also had an option to require CORT to purchase the shares in February 2004 for approximately $6,000. Relocation Centrals operations have not been profitable to date. In recording the retirement of such notes in the first quarter of 2003, the approximately $6,000 contingent liability was included in other liabilities, and the approximately $1,200 anticipated benefit from the conversion was treated as additional paid-in capital; the condensed consolidated balance sheet at June 30, 2003 reflects these amounts. In July 2003, the minority shareholders were permitted to exercise their put option early, and upon reacquisition of the shares CORTs ownership in Relocation Central increased to approximately 100%.
Note 3
Following is a summary of securities with fixed maturities:
| June 30, 2003 | December 31, 2002 | |||||||||||||||
| Fair | Fair | |||||||||||||||
| Amortized | (Carrying) | Amortized | (Carrying) | |||||||||||||
| Cost | Value | Cost | Value | |||||||||||||
Mortgage-backed securities |
$ | 268,249 | $ | 280,605 | $ | 463,176 | $ | 484,760 | ||||||||
Other |
12,142 | 12,940 | 308,364 | 342,777 | ||||||||||||
| $ | 280,391 | $ | 293,545 | $ | 771,540 | $ | 827,537 | |||||||||
-7-
Following is a summary of marketable equity securities (all common stocks):
| June 30, 2003 | December 31, 2002 | |||||||||||||||
| Quoted Market | Quoted Market | |||||||||||||||
| (Carrying) | (Carrying) | |||||||||||||||
| Cost | Value | Cost | Value | |||||||||||||
The Coca-Cola Company |
$ | 40,761 | $ | 334,412 | $ | 40,761 | $ | 315,893 | ||||||||
The Gillette Company |
40,000 | 203,904 | 40,000 | 194,304 | ||||||||||||
Other |
27,020 | 132,730 | 27,020 | 116,571 | ||||||||||||
| $ | 107,781 | $ | 671,046 | $ | 107,781 | $ | 626,768 | |||||||||
There were no unrealized losses with respect to securities with fixed maturities or marketable equity securities at June 30, 2003 or December 31, 2002.
Note 4
The following table sets forth Wescos consolidated comprehensive income for the three- and six-month periods ended June 30, 2003 and 2002:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | June 30, | June 30, | |||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||
Net income |
$ | 45,981 | $ | 14,880 | $ | 58,485 | $ | 29,317 | ||||||||
Increase in unrealized appreciation of investments,
net of income tax effect of $11,212, $12,453,
$570 and $30,154 |
20,526 | 23,091 | 865 | 55,636 | ||||||||||||
Comprehensive income |
$ | 66,507 | $ | 37,971 | $ | 59,350 | $ | 84,953 | ||||||||
Note 5
Federal and state environmental agencies have made claims relating to alleged contamination of soil and groundwater against Precision Steels Precision Brand Products subsidiary (PBP) and various other businesses situated in a business park in Downers Grove, Illinois. The extent of PBPs liability has not yet been established. Nevertheless, PBP, along with the other businesses, is negotiating remedial actions with various governmental entities. In addition, PBP and other parties have been named in several civil lawsuits, including lawsuits by and on behalf of area residents, relating to this matter. Precision Steel and PBP have notified their insurers relative to the claims and litigation. Inasmuch as the claims and lawsuits are in early stages of development, the cost of the claims, including defense costs, cannot be reasonably estimated at this time. Management does not anticipate that the ultimate financial impact of these matters will be material in relation to Wescos shareholders equity, although it believes that the effect on consolidated net income in any given period could be material.
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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, | ||||||||||||||
| 2003 | 2002 | 2003 | 2002 | ||||||||||||||
Insurance segment: |
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Revenues |
$ | 35,246 | $ | 31,465 | $ | 83,650 | $ | 61,860 | |||||||||
Net income |
12,716 | 12,643 | 27,528 | 25,201 | |||||||||||||
Assets at end of period |
1,894,283 | 1,852,665 | 1,894,283 | 1,852,665 | |||||||||||||