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 September 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 | (I.R.S. Employer Identification No.) | |
| incorporation or organization) |
301 East Colorado Boulevard, Suite 300, Pasadena, California 91101-1901
(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 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 November 5, 2003
PART I. FINANCIAL INFORMATION
| Page(s) | ||||||||
| Item 1. | Financial Statements (unaudited) |
|||||||
Condensed consolidated statement of income and retained earnings
three- and nine-month periods ended September 30, 2003 and September 30, 2002 |
4 | |||||||
Condensed consolidated balance sheet
September 30, 2003 and December 31, 2002 |
5 | |||||||
Condensed consolidated statement of cash flows
nine-month periods ended September 30, 2003 and September 30, 2002 |
6 | |||||||
Notes to condensed consolidated financial statements |
7-9 | |||||||
| Item 2. | Managements Discussion and Analysis of Financial Condition and
Results of Operations |
10-17 | ||||||
| Item 3. | 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 September 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 September 30, 2003.
-2-
PART II. OTHER INFORMATION
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 August 8, 2003
-3-
WESCO FINANCIAL CORPORATION
| Three Months Ended | Nine Months Ended | |||||||||||||||||
| Sept. 30, | Sept. 30, | Sept. 30, | Sept. 30, | |||||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||||
Revenues: |
||||||||||||||||||
Sales and service revenues |
$ | 103,388 | $ | 111,683 | $ | 312,825 | $ | 335,576 | ||||||||||
Insurance premiums earned |
31,863 | 17,784 | 88,376 | 43,875 | ||||||||||||||
Dividend and interest income |
8,585 | 18,107 | 35,973 | 54,189 | ||||||||||||||
Realized investment gains |
447 | | 53,466 | | ||||||||||||||
Other |
828 | 850 | 2,435 | 2,490 | ||||||||||||||
| 145,111 | 148,424 | 493,075 | 436,130 | |||||||||||||||
Costs and expenses: |
||||||||||||||||||
Cost of products and services sold |
36,153 | 37,556 | 110,173 | 111,535 | ||||||||||||||
Insurance losses, loss adjustment and
underwriting expenses |
27,489 | 15,021 | 69,970 | 39,868 | ||||||||||||||
Selling, general and administrative expenses |
72,102 | 73,046 | 216,558 | 217,361 | ||||||||||||||
Interest expense |
210 | 476 | 590 | 1,549 | ||||||||||||||
| 135,954 | 126,099 | 397,291 | 370,313 | |||||||||||||||
Income before income taxes and minority interest |
9,157 | 22,325 | 95,784 | 65,817 | ||||||||||||||
Provision for income taxes |
(2,108 | ) | (7,180 | ) | (31,378 | ) | (21,355 | ) | ||||||||||
Minority interest in loss of subsidiary |
88 | | 1,216 | | ||||||||||||||
Net income |
7,137 | 15,145 | 65,622 | 44,462 | ||||||||||||||
Retained earnings beginning of period |
1,606,868 | 1,534,379 | 1,553,152 | 1,509,691 | ||||||||||||||
Cash dividends declared and paid |
(2,385 | ) | (2,314 | ) | (7,154 | ) | (6,943 | ) | ||||||||||
Retained earnings end of period |
$ | 1,611,620 | $ | 1,547,210 | $ | 1,611,620 | $ | 1,547,210 | ||||||||||
Amounts per capital share based on 7,119,807 shares
outstanding throughout each period: |
||||||||||||||||||
Net income |
$ | 1.00 | $ | 2.12 | $ | 9.21 | $ | 6.24 | ||||||||||
Cash dividends |
$ | .335 | $ | .325 | $ | 1.005 | $ | .975 | ||||||||||
See notes beginning on page 7.
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WESCO FINANCIAL CORPORATION
| Sept. 30, | Dec. 31, | ||||||||
| 2003 | 2002 | ||||||||
ASSETS |
|||||||||
Cash and cash equivalents |
$ | 1,028,473 | $ | 349,812 | |||||
Investments: |
|||||||||
Securities with fixed maturities |
213,546 | 827,537 | |||||||
Marketable equity securities |
654,393 | 626,768 | |||||||
Rental furniture |
174,945 | 187,480 | |||||||
Goodwill of acquired businesses |
266,455 | 266,203 | |||||||
Other assets |
137,996 | 149,175 | |||||||
| $ | 2,475,808 | $ | 2,406,975 | ||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
|||||||||
Insurance losses and loss adjustment expenses |
$ | 101,488 | $ | 73,065 | |||||
Unearned insurance premiums |
26,848 | 48,681 | |||||||
Deferred furniture rental income and security deposits |
20,936 | 21,562 | |||||||
Notes payable |
22,373 | 32,481 | |||||||
Income taxes payable, principally deferred |
241,006 | 227,902 | |||||||
Other liabilities |
55,384 | 45,122 | |||||||
| 468,035 | 448,813 | ||||||||
Shareholders equity: |
|||||||||
Capital stock and additional paid-in capital |
33,461 | 30,439 | |||||||
Unrealized appreciation of investments, net of taxes |
362,692 | 374,571 | |||||||
Retained earnings |
1,611,620 | 1,553,152 | |||||||
Total shareholders equity |
2,007,773 | 1,958,162 | |||||||
| $ | 2,475,808 | $ | 2,406,975 | ||||||
See notes beginning on page 7.
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WESCO FINANCIAL CORPORATION
| Nine Months Ended | ||||||||||
| Sept. 30, | Sept. 30, | |||||||||
| 2003 | 2002 | |||||||||
Cash flows from operating activities, net |
$ | 124,339 | $ | 146,656 | ||||||
Cash flows from investing activities: |
||||||||||
Maturities and redemptions of securities with fixed maturities |
270,457 | 302,721 | ||||||||
Sales of securities with fixed maturities |
351,180 | | ||||||||
Purchases of securities with fixed maturities |
(2,830 | ) | (289,107 | ) | ||||||
Acquisitions of businesses, net of cash and cash equivalents acquired |
(3,440 | ) | (30,398 | ) | ||||||
Purchases of rental furniture |
(44,590 | ) | (39,179 | ) | ||||||
Purchase of minority shareholders interest in Relocation Central Corporation |
(5,609 | ) | | |||||||
Other, net |
(3,392 | ) | (3,151 | ) | ||||||
Net cash flows from investing activities |
561,776 | (59,114 | ) | |||||||
Cash flows from financing activities: |
||||||||||
Net decrease in line of credit borrowings |
| (786 | ) | |||||||
Payment of cash dividends |
(7,154 | ) | (6,943 | ) | ||||||
Other, net |
(300 | ) | | |||||||
Net cash flows from financing activities |
(7,454 | ) | (7,729 | ) | ||||||
Increase in cash and cash equivalents |
678,661 | 79,813 | ||||||||
Cash and cash equivalents beginning of period |
349,812 | 120,784 | ||||||||
Cash and cash equivalents end of period |
$ | 1,028,473 | $ | 200,597 | ||||||
Supplementary information: |
||||||||||
Interest paid during period |
$ | 484 | $ | 1,512 | ||||||
Income taxes paid, net, during period |
12,012 | 19,889 | ||||||||
Noncash activities conversion of debt to equity in subsidiary |
9,808 | | ||||||||
Increase in additional paid-in capital due to subsidiary stock transactions |
3,022 | | ||||||||
See notes beginning on page 7.
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WESCO FINANCIAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands)
(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, except as explained in Note 5) 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 September 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 converted their notes into approximately 20% of Relocation Centrals common stock and retained an option to require CORT to purchase the shares in February 2004 for approximately $6,000. Relocation Centrals operations have been unprofitable to date. In recording the retirement of such notes in the first quarter of 2003, a $6,000 contingent liability related to the expected redemption of stock was included in other liabilities, and approximately $1,200 was recorded as additional paid-in capital. In July 2003, CORT negotiated an early buyout of the minority shareholders equity in Relocation Central. In recording the transaction, an additional $1,800 was credited to additional paid-in capital.
Note 3
Following is a summary of available-for-sale securities with fixed maturities:
| September 30, 2003 | December 31, 2002 | |||||||||||||||
| Estimated Fair | Estimated Fair | |||||||||||||||
| Amortized | (Carrying) | Amortized | (Carrying) | |||||||||||||
| Cost | Value | Cost | Value | |||||||||||||
Mortgage-backed securities |
$ | 191,189 | $ | 200,645 | $ | 463,176 | $ | 484,760 | ||||||||
Other |
12,125 | 12,901 | 308,364 | 342,777 | ||||||||||||
| $ | 203,314 | $ | 213,546 | $ | 771,540 | $ | 827,537 | |||||||||
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Following is a summary of available-for-sale marketable equity securities (all common stocks):
| September 30, 2003 | December 31, 2002 | |||||||||||||||
| Quoted Market | Quoted Market | |||||||||||||||
| (Carrying) | (Carrying) | |||||||||||||||
| Cost | Value | Cost | Value | |||||||||||||
The Coca-Cola Company |
$ | 40,761 | $ | 309,553 | $ | 40,761 | $ | 315,893 | ||||||||
The Gillette Company |
40,000 | 204,672 | 40,000 | 194,304 | ||||||||||||
Other |
27,020 | 140,168 | 27,020 | 116,571 | ||||||||||||
| $ | 107,781 | $ | 654,393 | $ | 107,781 | $ | 626,768 | |||||||||
There were no unrealized losses with respect to securities with fixed maturities or marketable equity securities at September 30, 2003 or December 31, 2002.
Note 4
The following table sets forth Wescos consolidated comprehensive income for the three- and nine-month periods ended September 30, 2003 and 2002:
| Three Months Ended | Nine Months Ended | |||||||||||||||
| Sept. 30, | Sept. 30, | Sept. 30, | Sept. 30, | |||||||||||||
| 2003 | 2002 | 2003 | 2002 | |||||||||||||
Net income |
$ | 7,137 | $ | 15,145 | $ | 65,622 | $ | 44,462 | ||||||||
Increase (decrease) in unrealized appreciation of investments,
net of income tax effect of $6,831, $20,114,
$6,262 and ($10,040) |
(12,744 | ) | (37,255 | ) | (11,879 | ) | 18,381 | |||||||||
Comprehensive income (loss) |
$ | (5,607 | ) | $ | (22,110 | ) | $ | 53,743 | $ | 62,843 | ||||||
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 Warehouse, Inc., are included in Wescos industrial segment, and various other businesses situated in a business park in Downers Grove, Illinois. PBP, along with the other businesses, has been 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 ultimate cost of the claims, including defense costs, net of insurance recoveries, are difficult to estimate at this time. Nevertheless, in the quarter ended September 30, 2003, PBP recorded a provision of approximately $1,000 ($621 after income tax benefit), representing a preliminary estimate of its share of costs of remediation agreed to with governmental entities and other parties to date and related expenses. Management does not anticipate that the ultimate financial impact of such remediation and other legal 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.
-8-
Note 6
Following is condensed consolidated financial information for Wesco, by business segment:
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| Sept. 30, | Sept. 30, | Sept. 30, | Sept. 30, | ||||||||||||||
| 2003 | 2002 | 2003 | 2002 | ||||||||||||||
Insurance segment: |
|||||||||||||||||
Revenues |
$ | 40,267 | $ | 35,744 | $ | 123,917 | $ | 97,604 | |||||||||
Net income |
9,066 | 14,079 | 36,594 | 39,280 | |||||||||||||
Assets at end of period |
1,904,529 | 1,824,644 | 1,904,529 | 1,824,644 | |||||||||||||
Furniture rental segment: |
|||||||||||||||||
Revenues |
$ | 91,900 | $ | 98,813 | $ | 277,927 | $ | 298,514 | |||||||||
Net income (loss) |
(1,601 | ) | 831 | (5,256 | ) | 4,573 | |||||||||||
Assets at end of period |
256,857 | 288 | |||||||||||||||