e10vq
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|
|
|
þ |
|
Quarterly report pursuant to section 13 or 15 (d) of the Securities Exchange Act of
1934 |
For the Quarterly period ended June 30, 2005 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
(Exact name of Registrant as Specified in its Charter)
|
|
|
DELAWARE
|
|
95-2109453 |
|
|
|
(State or Other Jurisdiction of
|
|
(I.R.S. Employer Identification No.) |
incorporation or organization) |
|
|
301 East Colorado Boulevard, Suite 300, Pasadena, California 91101-1901
(Address of Principal Executives Offices)
(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 an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act.
Yes þ 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 2, 2005
PART I. FINANCIAL INFORMATION
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Reference is made to Item 7A, Quantitative and Qualitative Disclosures About Market Risk
appearing on pages 28 through 30 of the Form 10-K Annual Report for the year ended December 31,
2004, 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, 2005.
Item 4. Controls and Procedures.
An evaluation was performed under the supervision and with the participation of the management
of Wesco, including Charles T. Munger (Chief Executive Officer) and Jeffrey L. Jacobson (Chief
Financial Officer), of the effectiveness of the design and operation of Wescos disclosure controls
and procedures as of June 30, 2005. 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 changes in Wescos internal controls
over financial reporting during the quarter ended June 30, 2005 that have materially affected or
are reasonably likely to materially affect the internal controls over financial reporting.
-2-
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 4, 2005, at which
meeting the shareholders elected the following Directors:
|
|
|
|
|
|
|
|
|
|
|
Favorable |
|
Votes |
Name |
|
Votes |
|
Withheld |
Charles T. Munger |
|
|
6,861,173 |
|
|
|
84,573 |
|
Carolyn H. Carlburg |
|
|
6,918,249 |
|
|
|
27,497 |
|
Robert E. Denham |
|
|
6,613,944 |
|
|
|
331,802 |
|
Robert T. Flaherty |
|
|
6,928,916 |
|
|
|
16,830 |
|
Peter D. Kaufman |
|
|
6,930,540 |
|
|
|
15,206 |
|
Elizabeth Caspers Peters |
|
|
6,930,156 |
|
|
|
15,590 |
|
Item 6. Exhibits
31 (a) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(chief executive officer)
31 (b) Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(chief financial officer)
32 (a) Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (chief executive officer)
32 (b) Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (chief financial officer)
-3-
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, |
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and service revenues |
|
$ |
111,058 |
|
|
$ |
103,934 |
|
|
$ |
219,743 |
|
|
$ |
204,421 |
|
Insurance premiums earned |
|
|
12,686 |
|
|
|
15,122 |
|
|
|
24,755 |
|
|
|
33,588 |
|
Dividend and interest income |
|
|
13,614 |
|
|
|
8,431 |
|
|
|
25,563 |
|
|
|
16,922 |
|
Realized investment gains |
|
|
774 |
|
|
|
|
|
|
|
774 |
|
|
|
|
|
Other |
|
|
901 |
|
|
|
824 |
|
|
|
1,748 |
|
|
|
1,623 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
139,033 |
|
|
|
128,311 |
|
|
|
272,583 |
|
|
|
256,554 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of products and services sold |
|
|
37,384 |
|
|
|
36,789 |
|
|
|
74,956 |
|
|
|
72,357 |
|
Insurance losses, loss adjustment and
underwriting expenses |
|
|
6,848 |
|
|
|
9,513 |
|
|
|
13,583 |
|
|
|
20,281 |
|
Selling, general and administrative expenses |
|
|
65,767 |
|
|
|
66,836 |
|
|
|
130,757 |
|
|
|
131,166 |
|
Interest expense |
|
|
302 |
|
|
|
156 |
|
|
|
519 |
|
|
|
323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
110,301 |
|
|
|
113,294 |
|
|
|
219,815 |
|
|
|
224,127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
28,732 |
|
|
|
15,017 |
|
|
|
52,768 |
|
|
|
32,427 |
|
Income taxes |
|
|
9,552 |
|
|
|
4,456 |
|
|
|
15,161 |
|
|
|
9,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
19,180 |
|
|
|
10,561 |
|
|
|
37,607 |
|
|
|
22,759 |
|
Retained earnings beginning of period |
|
|
1,671,828 |
|
|
|
1,628,067 |
|
|
|
1,655,929 |
|
|
|
1,618,324 |
|
Cash dividends declared and paid |
|
|
(2,527 |
) |
|
|
(2,456 |
) |
|
|
(5,055 |
) |
|
|
(4,911 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings end of period |
|
$ |
1,688,481 |
|
|
$ |
1,636,172 |
|
|
$ |
1,688,481 |
|
|
$ |
1,636,172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts per capital share based on 7,119,807 shares
outstanding throughout each period: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
2.69 |
|
|
$ |
1.49 |
|
|
$ |
5.28 |
|
|
$ |
3.20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends |
|
$ |
.355 |
|
|
$ |
.345 |
|
|
$ |
.710 |
|
|
$ |
.690 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See notes beginning on page 7.
-4-
WESCO FINANCIAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollar amounts in thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
Dec. 31, |
|
|
2005 |
|
2004 |
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
1,203,740 |
|
|
$ |
1,161,163 |
|
Investments: |
|
|
|
|
|
|
|
|
Securities with fixed maturities |
|
|
79,670 |
|
|
|
94,299 |
|
Marketable equity securities |
|
|
791,207 |
|
|
|
759,658 |
|
Rental furniture |
|
|
187,134 |
|
|
|
171,983 |
|
Goodwill of acquired businesses |
|
|
266,607 |
|
|
|
266,607 |
|
Other assets |
|
|
125,823 |
|
|
|
117,825 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,654,181 |
|
|
$ |
2,571,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Insurance losses and loss adjustment expenses |
|
$ |
58,313 |
|
|
$ |
56,162 |
|
Unearned insurance premiums |
|
|
28,156 |
|
|
|
25,341 |
|
Deferred furniture rental income and security deposits |
|
|
21,956 |
|
|
|
20,358 |
|
Notes payable |
|
|
39,900 |
|
|
|
29,225 |
|
Income taxes payable, principally deferred |
|
|
279,986 |
|
|
|
272,005 |
|
Other liabilities |
|
|
57,506 |
|
|
|
51,501 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
485,817 |
|
|
|
454,592 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders equity: |
|
|
|
|
|
|
|
|
Capital stock and additional paid-in capital |
|
|
33,324 |
|
|
|
33,324 |
|
Unrealized appreciation of investments, net of taxes |
|
|
446,559 |
|
|
|
427,690 |
|
Retained earnings |
|
|
1,688,481 |
|
|
|
1,655,929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
2,168,364 |
|
|
|
2,116,943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,654,181 |
|
|
$ |
2,571,535 |
|
|
|
|
|
|
|
|
|
|
See notes beginning on page 7.
-5-
WESCO FINANCIAL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollar amounts in thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
|
2005 |
|
2004 |
Cash flows from operating activities, net |
|
$ |
82,483 |
|
|
$ |
80,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Proceeds from sales and maturities of investments |
|
|
28,907 |
|
|
|
46,236 |
|
Purchases of investments |
|
|
(16,039 |
) |
|
|
(2,907 |
) |
Purchases of rental furniture |
|
|
(54,238 |
) |
|
|
(44,936 |
) |
Other, net |
|
|
(4,156 |
) |
|
|
1,740 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows from investing activities |
|
|
(45,526 |
) |
|
|
133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Net increase in notes payable, principally line of credit |
|
|
10,675 |
|
|
|
12,900 |
|
Payment of cash dividends |
|
|
(5,055 |
) |
|
|
(4,911 |
) |
Other |
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash flows from financing activities |
|
|
5,620 |
|
|
|
8,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents |
|
|
42,577 |
|
|
|
88,508 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents beginning of period |
|
|
1,161,163 |
|
|
|
1,052,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents end of period |
|
$ |
1,203,740 |
|
|
$ |
1,140,970 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplementary information: |
|
|
|
|
|
|
|
|
Interest paid during period |
|
$ |
856 |
|
|
$ |
101 |
|
Income taxes paid (recovered), net, during period |
|
|
16,598 |
|
|
|
(2,133 |
) |
|
|
|
|
|
|
|
|
|
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
40 through 48 of its 2004 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 40 through 42.
Wescos management does not believe that any accounting pronouncements issued by the Financial
Accounting Standards Board or other applicable authorities that are required to be adopted after
June 30, 2005 are likely to have a material effect on reported shareholders equity.
Note 2
Following is a summary of securities with fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2005 |
|
December 31, 2004 |
|
|
Amortized |
|
Fair |
|
Amortized |
|
Fair |
|
|
Cost |
|
Value |
|
Cost |
|
Value |
Mortgage-backed securities |
|
$ |
57,989 |
|
|
$ |
60,757 |
|
|
$ |
76,212 |
|
|
$ |
80,531 |
|
U.S. government obligations |
|
|
18,942 |
|
|
|
18,913 |
|
|
|
12,812 |
|
|
|
13,768 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
76,931 |
|
|
$ |
79,670 |
|
|
$ |
89,024 |
|
|
$ |
94,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2005, the estimated fair values of securities with fixed maturities contained
$2,780 of unrealized gains and $41 of unrealized losses, compared with $5,306 of unrealized gains
and $31 of unrealized losses at December 31, 2004.
Following is a summary of marketable equity securities (all common stocks):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2005 |
|
December 31, 2004 |
|
|
|
|
|
|
Fair |
|
|
|
|
|
Fair |
|
|
Cost |
|
Value |
|
Cost |
|
Value |
The Coca-Cola Company |
|
$ |
40,761 |
|
|
$ |
300,834 |
|
|
$ |
40,761 |
|
|
$ |
300,041 |
|
The Gillette Company |
|
|
40,000 |
|
|
|
324,032 |
|
|
|
40,000 |
|
|
|
286,592 |
|
American Express Company |
|
|
20,687 |
|
|
|
103,431 |
|
|
|
20,687 |
|
|
|
109,533 |
|
Wells Fargo & Company |
|
|
6,333 |
|
|
|
62,910 |
|
|
|
6,333 |
|
|
|
63,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
107,781 |
|
|
$ |
791,207 |
|
|
$ |
107,781 |
|
|
$ |
759,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reference is made to information as to the pending purchase of The Gillette Company by The
Procter and
-7-
Gamble Company discussed in Note 2 to the consolidated financial statements appearing
on page 42 of Wescos 2004 Form 10-K Annual Report. Based on market prices in New York Stock
Exchange trading as of the close of business on June 30, 2005, had the transaction closed at that
date, Wesco would have recognized a pre-tax gain of approximately $284,000 ($185,000, after income
taxes).
Note 3
The following table sets forth Wescos consolidated comprehensive income for the three- and
six-month periods ended June 30, 2005 and 2004:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
June 30, |
|
June 30, |
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
Net income |
|
$ |
19,180 |
|
|
$ |
10,561 |
|
|
$ |
37,607 |
|
|
$ |
22,759 |
|
Increase in unrealized appreciation of investments,
net of income tax effect of $1,953, $7,016,
$10,144 and $12,829 |
|
|
3,600 |
|
|
|
12,995 |
|
|
|
18,869 |
|
|
|
23,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
$ |
22,780 |
|
|
$ |
23,556 |
|
|
$ |
56,476 |
|
|
$ |
46,669 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar amounts in thousands except for amounts per share
-8-
Note 4
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, |
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
Insurance segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
26,080 |
|
|
$ |
23,365 |
|
|
$ |
49,885 |
|
|
$ |
50,135 |
|
Net income |
|
|
13,253 |
|
|
|
9,657 |
|
|
|
27,002 |
|
|
|
20,759 |
|
Assets at end of period |
|
|
2,076,171 |
|
|
|
2,048,723 |
|
|
|
2,076,171 |
|
|
|
2,048,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture rental segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
95,965 |
|
|
$ |
88,088 |
|
|
$ |
188,791 |
|
|
$ |
173,835 |
|
Net income |
|
|
5,065 |
|
|
|
220 |
|
|
|
9,331 |
|
|
|
604 |
|
Assets at end of period |
|
|
253,891 |
|
|
|
241,021 |
|
|
|
253,891 |
|
|
|
241,021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
15,093 |
|
|
$ |
15,856 |
|
|
$ |
30,952 |
|
|
$ |
30,596 |
|
Net income |
|
|
226 |
|
|
|
582 |
|
|
|
638 |
|
|
|
1,212 |
|
Assets at end of period |
|
|
19,036 |
|
|
|
20,540 |
|
|
|
19,036 |
|
|
|
20,540 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
$ |
1,121 |
|
|
$ |
1,002 |
|
|
$ |
2,181 |
|
|
$ |
1,988 |
|
Net income |
|
|
133 |
|
|
|
102 |
|
|
|
133 |
|
|
|
184 |
|
Assets at end of period |
|
|
38,476 |
|
|
|
34,073 |
|
|
|
38,476 |
|
|
|
34,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated totals: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
139,033 |
|
|
$ |
128,311 |
|
|
$ |
272,583 |
|
|
$ |
256,554 |
|
Net income |
|
|
19,180 |
|
|
|
10,561 |
|
|
|
37,607 |
|
|
|
22,759 |
|
Assets at end of period |
|
|
2,654,181 |
|
|
|
2,610,964 |
|
|
|
2,654,181 |
|
|
|
2,610,964 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollar amounts in thousands except for amounts per share
-9-
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 19 through 30 of the Form 10-K Annual Report filed by
Wesco Financial Corporation (Wesco) for the year 2004 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, 2005, with relatively little debt
and no hedging. Liquidity, which has traditionally been high, has been even higher than usual for
the past two years due principally to sales, maturities and early redemptions of fixed-maturity
investments, and reinvestment of the proceeds in cash equivalents pending redeployment.
Results of Operations
After-tax earnings improved in the second quarter and the first six months of 2005 from the
corresponding 2004 amounts mainly due to improved results of the furniture rental segment and
increased investment income earned by the insurance segment resulting mainly from increased
interest rates on short-term investments.
FINANCIAL CONDITION
Wescos shareholders equity at June 30, 2005 was approximately $2.17 billion ($305 per
share), up from $2.12 billion ($297 per share) at December 31, 2004. Shareholders equity included
$446.6 million at June 30, 2005, and $427.7 million at December 31, 2004, 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 using 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 $1.16 billion at December 31, 2004, to $1.20 billion at June 30, 2005.
Wescos consolidated borrowings totaled $39.9 million at June 30, 2005 versus $29.2 million at
December 31, 2004. The increase in borrowings related to a revolving line of credit used in the
furniture rental business.
Wescos management continues to believe that the Wesco group has adequate liquidity and
capital resources to provide for any contingent needs that may arise.
-10-
RESULTS OF OPERATIONS
The following summary sets forth the contribution to Wescos consolidated net income of each
business segment insurance, furniture rental and industrial as well as activities not
considered related to such segments. (Amounts are in thousands, all after income tax effect.)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Six Months Ended |
|
|
June 30, |
|
June 30, |
|
June 30, |
|
June 30, |
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
Insurance segment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting |
|
$ |
3,795 |
|
|
$ |
3,629 |
|
|
$ |
9,272 |
|
|
$ |
8,633 |
|
Investment income |
|
|
9,458 |
|
|
|
6,028 |
|
|
|
17,730 |
|
|
|
12,126 |
|
Furniture rental segment |
|
|
5,065 |
|
|
|
220 |
|
|
|
9,331 |
|
|
|
604 |
|
Industrial segment |
|
|
226 |
|
|
|
582 |
|
|
|
638 |
|
|
|
1,212 |
|
Nonsegment items other than investment gains |
|
|
133 |
|
|
|
102 |
|
|
|
133 |
|
|
|
184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Realized investment gains |
|
|
503 |
|
|
|
|
|
|
|
503 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income |
|
$ |
19,180 |
|
|
$ |
10,561 |
|
|
$ |
37,607 |
|
|
$ |
22,759 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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., 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, |
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
Premiums written |
|
$ |
13,228 |
|
|
$ |
13,140 |
|
|
$ |
25,659 |
|
|
$ |
25,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums earned |
|
$ |
12,686 |
|
|
$ |
15,122 |
|
|
$ |
24,755 |
|
|
$ |
33,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting gain |
|
$ |
5,838 |
|
|
$ |
5,583 |
|
|
$ |
11,172 |
|
|
$ |
13,281 |
|
Dividend and interest income |
|
|
13,404 |
|
|
|
8,235 |
|
|
|
25,130 |
|
|
|
16,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
19,242 |
|
|
|
13,818 |
|
|
|
36,302 |
|
|
|
29,817 |
|
Income taxes |
|
|
5,989 |
|
|
|
4,161 |
|
|
|
9,300 |
|
|
|
9,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment net income |
|
$ |
13,253 |
|
|
$ |
9,657 |
|
|
$ |
27,002 |
|
|
$ |
20,759 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Premiums written for the second quarters of 2005 and 2004 included $7.9
million and $8.2 million of reinsurance written by Wes-FIC, and $5.3 million and $4.9 million of
primary insurance written by KBS. Premiums written for the six-month periods ended June 30, 2005
and 2004 included $14.4 million and $15.1 million written by Wes-FIC, and $11.2 million and $10.6
million written by KBS. Premiums earned by Wes-FIC for the second quarters of 2005 and 2004 were
$7.4 million and $10.1 million; KBS earned premiums of $5.3
million and $5.0 million. For the first six months of 2005 and 2004, Wes-FIC earned premiums of
$14.4
-11-
million and $23.6 million; KBS earned $10.4 million and $10.0 million.
At June 30, 2005, Wes-FICs in-force business consisted of a reinsurance contract under which
it was participating in three pools of aviation-related risks: hull and liability pools to the
extent of 10% each; and a workers compensation pool to the extent of 5% which became effective in
2005 but has not yet resulted in significant premium volume. In 2004, Wes-FIC was participating in
the hull and liability pools as well as in a reinsurance contract covering certain multi-line
property and casualty risks of a large, unaffiliated insurer. The latter arrangement was commuted
in the fourth quarter of 2004 as discussed on pages 21 and 22 of Wescos 2004 Form 10-K Annual
Report. Written premiums under that contract for the second quarter and first six months of 2004
were $1.4 million and $2.9 million; earned premiums were $2.0 million and $7.9 million for those
periods.
For the second quarters of 2005 and 2004, reinsurance generated underwriting gains of $3.3
million and $4.6 million. The 2005 figure included gains of $2.9 million relating to the aviation
contract and $0.4 million attributable to other reinsurance business. The 2004 figure related to
the aviation contract only. Other reinsurance business for the 2004 quarter did not significantly
affect Wes-FICs underwriting results. For the first six months of 2005 and 2004, reinsurance
generated net underwriting gains of $5.5 million and $9.2 million. Those amounts represented gains
of $5.7 million and $8.6 million relating to the aviation contract, reduced, in the 2005 period, by
a loss of $0.2 million on other reinsurance business, and increased, in 2004, by a gain of $0.6
million associated with the aforementioned commuted contract. KBSs underwriting gains for the
second quarters of 2005 and 2004 were $2.5 million and $0.9 million; its underwriting gains for the
first six months of 2005 and 2004 were $5.7 million and $4.1 million.
Underwriting results of the insurance segment typically fluctuate from period to period. The
aviation-related reinsurance activity reflected higher, but quite favorable, ratios of losses and
expenses to premiums for the 2005 periods than for the comparable periods of 2004. KBSs
underwriting results for the 2004 periods reflected greater-than-usual losses in the second
quarter. KBS cedes minimal amounts to reinsurers. Management accepts volatility in underwriting
results in return for better potential aggregate results over the long term.
Dividend and interest income earned by the insurance segment for the 2005 periods increased
from the corresponding prior year figures principally due to improvement in interest rates on
short-term investments.
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.
-12-
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, |
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture rentals |
|
$ |
76,330 |
|
|
$ |
68,055 |
|
|
$ |
149,404 |
|
|
$ |
134,315 |
|
Furniture sales |
|
|
17,332 |
|
|
|
17,104 |
|
|
|
35,288 |
|
|
|
33,829 |
|
Apartment locator fees |
|
|
2,303 |
|
|
|
2,929 |
|
|
|
4,099 |
|
|
|
5,691 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
95,965 |
|
|
|
88,088 |
|
|
|
188,791 |
|
|
|
173,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of rentals, sales and fees |
|
|
24,734 |
|
|
|
24,020 |
|
|
|
49,140 |
|
|
|
47,907 |
|
Selling, general and administrative expenses |
|
|
62,797 |
|
|
|
63,766 |
|
|
|
124,643 |
|
|
|
125,165 |
|
Interest expense |
|
|
305 |
|
|
|
160 |
|
|
|
522 |
|
|
|
323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
87,836 |
|
|
|
87,946 |
|
|
|
174,305 |
|
|
|
173,395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
8,129 |
|
|
|
142 |
|
|
|
14,486 |
|
|
|
440 |
|
Income taxes |
|
|
3,064 |
|
|
|
( 78 |
) |
|
|
5,155 |
|
|
|
(164 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment net income |
|
$ |
5,065 |
|
|
$ |
220 |
|
|
$ |
9,331 |
|
|
$ |
604 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Furniture rental revenues for the second quarter of 2005 increased $8.3 million, or 12.2%,
over those of the second quarter of 2004, and $15.1 million, or 11% over those of the first six
months of 2004. Excluding $9.5 million and $7.3 million of rental revenues from tradeshows and from
locations not in operation throughout each of the three-month periods, and $19.7 million and $14.8
million of similar revenues for each of the six month periods, rental revenues for the second
quarter of 2005 increased approximately 10% from those of the 2004 quarter and 8.5% for the current
six-month period from those of the first six months of last year. Management attributes the
improvement principally to an improving economy as well as to CORTs continued focus on new
business development. The number of furniture leases, which had declined more than 20% through
yearend 2003 from the peak level attained in late 2000, has continued to increase since 2004. The
corresponding number of leases at the end of the second quarter of 2005 was 9.2% higher than at
June 30, 2004, and 6.1% higher than the count at yearend 2004. Management is cautiously optimistic
that the recent recovery in its business will continue.
Furniture sales revenues increased 1.3% for the second quarter of 2005, and 4.3% for the first
six months, from those reported for the comparable periods of 2004. The improvement is attributed
principally to renewed efforts to reduce idle inventory.
Apartment locator fees for the second quarter of 2005 decreased by $0.6 million, or 21%, from
those of the second quarter 2004, and, for the first six months of 2005, fees decreased by $1.6
million, or 28%, from those reported for the first six months of 2004. Since late 2003, the
apartment locator operation has been undergoing reorganization. Some of its walk-in facilities have
been merged into furniture rental or sale facilities, and others have been closed, resulting in
significant cost and expense reductions. The reduction in apartment locator revenues has been
offset by a reduction in related costs and expenses.
-13-
Cost of rentals, sales and fees amounted to 25.8% and 26.0% of revenues for the second quarter
and first six months of 2005, versus 27.3% and 27.6% for the corresponding periods of 2004. The
improved margins for each 2005 period resulted principally from a relative decrease in the
depreciation component in the ratio of cost of rentals and sales to revenues in each current period
due mainly to the increases in the numbers of leases outstanding for each such period (depreciation
is charged whether or not furniture is out on lease) as well as increases in furniture sales in the
current periods. Costs of generating apartment locator fees were $1.8 million for the second
quarter and $3.6 million for the first six months of 2005, versus $2.3 million and $5.0 million for
the comparable periods of 2004. Excluding apartment-locator costs, segment costs for furniture
rentals and sales were 24.5% and 24.7% of sales revenues for the second quarter and first six
months of 2005, versus 25.5% in each corresponding period of 2004.
Selling, general, administrative and interest expenses (operating expenses) for the
furniture segment were $63.1 million for the second quarter of 2005 and $125.2 million for the
first six months, down slightly from the $63.9 million and $125.5 million incurred for the
comparable periods of 2004. These costs included apartment locator-related expenses of $2.3 million
for the second quarter and $4.6 million for the first six months of 2005, versus $4.3 million and
$7.1 million for the 2004 periods. Operating expenses as a percentage of revenues decreased from
72.6% for the second quarter and 72.2% for the first six months of 2004 to 65.8% and 66.3% for the
comparable periods of 2005.
Income before income taxes for the furniture rental segment amounted to $8.1 million for the
second quarter and $14.5 million for the first six months of 2005, versus $0.1 million for the
second quarter and $0.4 million for the first six months of 2004. The $8.0 million improvement in
the operating results for the second quarter and $14.1 million improvement for the first six months
of 2005 were primarily attributable to growth in rental revenues and the benefit of cost and
expense reductions in the apartment locator business due mainly to its reorganization. If the
losses incurred by the apartment-locator operation ($1.2 million, before income taxes, for the
second quarter and $3.1 million for the first six months of 2005, and $3.4 million, before taxes,
for the second quarter and $6.0 million of the first six months of 2004) were eliminated, income
before taxes would have been $9.2 million for the second quarter and $17.6 million for the first
six months of 2005, and $3.4 million for the second quarter and $6.5 million for the first six
months of 2004.
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, |
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
Revenues |
|
$ |
15,093 |
|
|
$ |
15,856 |
|
|
$ |
30,952 |
|
|
$ |
30,596 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
$ |
449 |
|
|
$ |
965 |
|
|
$ |
1,134 |
|
|
$ |
2,012 |
|
Income taxes |
|
|
223 |
|
|
|
383 |
|
|
|
496 |
|
|
|
800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment net income |
|
$ |
226 |
|
|
$ |
582 |
|
|
$ |
638 |
|
|
$ |
1,212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In Wescos 2004 Annual Report on Form 10-K it was reported that the operations of the
industrial segment had suffered for several years prior to 2004. Not only had there been a decline
in the number of orders placed,
-14-
but there had also been a trend towards smaller-sized orders. At the beginning of 2004, a shortage
of raw materials from domestic mills produced near chaos in the steel service industry. Customers
wishing to avoid running out of stock, accelerated their purchasing, exacerbating the tumult. As
the year progressed, domestic steel mills were operating at capacity and imported steel was not
readily available. These and other factors enabled the mills to raise prices, place limits on order
quantities and extend delivery times. Precision Steel reacted by passing the price increases, plus
normal mark-ups, on to its customers.
Throughout 2005, as supplies of product from domestic mills have become more readily
available, demand has softened, competitive pressures have increased, and mills have lowered
prices, although such prices remain substantially above their level one year earlier. Industrial
segment revenues for the second quarter of 2005 decreased $0.8 million, or 4.8%, from those of the
second quarter of 2004; volume, in terms of pounds of steel products sold, decreased by 20.6% for
the quarter from volume of the comparable 2004 quarter. For the first six months of 2005,
industrial segment revenues increased $0.4 million; pounds of steel products sold decreased by
24.9%.
These anomalous results were attributable principally to increases of about 40% in average selling
prices since the beginning of 2004.
Income before income taxes and net income of the industrial segment for the second quarter and
for the first six months of 2005 each declined by approximately 50% from the corresponding 2004
figures. These decreases resulted principally from increases in the cost of products sold, from
80.6% of sales revenues for the second quarter of 2004 to 83.8% for the second quarter of 2005, and
from 79.9% for the first six months of 2004 to 83.4% for the comparable period of 2005. The cost
percentages typically fluctuate slightly from period to period as a result of changes in product
mix and price competition at all levels. The cost percentages for the 2004 periods, however, were
unusually low, reflecting mainly customers acceptance of price increases in view of metal
shortages and other factors described above. Though current conditions may no longer be as
unstable, management is concerned that the steel warehouse business may revert to the difficult
times that prevailed prior to 2004; as noted in the 2004 Form 10-K, average annual segment revenues
for the years 2001 through 2003 were down 27% from those reported for 1998 through 2000.
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, |
|
|
2005 |
|
2004 |
|
2005 |
|
2004 |
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 2004. 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
-15-
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 33.2% and 29.7% for the quarters ended June 30, 2005 and June 30, 2004, and 28.7% and
29.8% 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 last paragraph under Insurance Segment).
OFF-BALANCE SHEET ARRANGEMENTS AND CONTRACTUAL OBLIGATIONS
Reference is made to page 27 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, 2004, 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 2004. At June 30, 2005, except for an increase in
borrowings of $10.7 million under a revolving line of credit by Wescos furniture rental
subsidiary, 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, 2004.
CRITICAL ACCOUNTING POLICIES AND PRACTICES
Reference is made to pages 27 and 28 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, 2004 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 40
through 42 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, 2005.
FORWARD-LOOKING STATEMENTS
Certain written or oral 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.
-16-
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 8, 2005
|
|
|
|
By:
|
|
/s/ Jeffrey L. Jacobson |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey L. Jacobson |
|
|
|
|
|
|
|
|
Vice President and |
|
|
|
|
|
|
|
|
Chief Financial Officer |
|
|
|
|
|
|
|
|
(principal financial officer) |
|
|
-17-