WESCO FINANCIAL CORP
10-Q, 1994-08-15
METALS SERVICE CENTERS & OFFICES
Previous: WASHINGTON REAL ESTATE INVESTMENT TRUST, 10-Q, 1994-08-15
Next: WESTINGHOUSE ELECTRIC CORP, 10-Q, 1994-08-15



<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

(Mark One)
     Quarterly report pursuant to section 13 or 15(d) of the Securities
     Exchange Act of 1934 
/X/  For the quarterly period ended June 30, 1994 or

     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 Executive Offices)
                                   (Zip Code)
                                  818/585-6700   
             (Registrant's 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 _X___ No_____

         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_____ No_____

                      APPLICABLE ONLY TO CORPORATE ISSUERS
  Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.  7,119,807 as of August 12,
1994


<PAGE>   2
                         PART I.  FINANCIAL INFORMATION

Item 1.      Financial Statements

             The condensed consolidated financial statements of Wesco
             Financial Corporation, listed in the accompanying index,
             are incorporated as an integral part of this report.

Item 2.      Management's Discussion and Analysis of Financial Condition and
             Results of Operations.

             See pages 9 through 13.

                          PART II.  OTHER INFORMATION

Item 4.      Submission of Matters to a vote of Security-Holders

             At the annual meeting of shareholders of Wesco Financial
             Corporation ("Wesco") held May 25, 1994, Wesco's
             shareholders reelected all Wesco's Directors.  Nominees
             Charles T. Munger, Robert H. Bird, Carolyn H. Carlburg and
             James N. Gamble each received 6,882,926 favorable votes
             (6,613 against), William T. Caspers and Elizabeth Caspers
             Peters each received 6,882,611 favorable votes (6,928
             against), and David K. Robinson received 6,871,576
             favorable votes (17,963 against).  There were no votes
             withheld, abstentions or broker non-votes.  No other
             matters were voted upon at the meeting.

Item 6.      Exhibits and Reports on Form 8-K

             (a)  Exhibits - None

             (b)  Reports on Form 8-K - None


                                   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 12, 1994                  By:      /s/ Jeffrey L. Jacobson 
                                                  Jeffrey L. Jacobson 
                                                  Vice President and 
                                                  Chief Financial Officer
                                                  (principal financial officer)
                                      
                                      -2-


<PAGE>   3





                          WESCO FINANCIAL CORPORATION
                   FINANCIAL STATEMENTS FILED WITH FORM 10-Q
                        FOR QUARTER ENDED JUNE 30, 1994


                                     INDEX
                                                                            Page


Condensed consolidated statement of income and 
    retained earnings - Six- and three-month periods 
    ended June 30, 1994 and June 30, 1993  . . . . . . . . . . . . . . .      4

Condensed consolidated balance sheet - 
    June 30, 1994 and December 31, 1993  . . . . . . . . . . . . . . . .      5

Condensed consolidated statement of cash flows - 
    Six-month periods ended June 30, 1994 
    and June 30, 1993  . . . . . . . . . . . . . . . . . . . . . . . . .      6

Notes to condensed consolidated financial 
    statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      7





                                      -3-
<PAGE>   4
                          WESCO FINANCIAL CORPORATION
        CONDENSED CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
                         (Dollar amounts in thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                               Three Months Ended                    Six Months Ended  
                                                            ------------------------           -----------------------------
                                                            June 30,        June 30,           June 30,            June 30,
                                                              1994            1993               1994                1993 
                                                            --------        --------           --------            ---------
<S>                                                         <C>              <C>                <C>                 <C>           
Revenues:
     Insurance premiums earned  . . . . . . . . . . . . .   $    247         $  4,043           $  1,078            $  7,573
     Sales and service revenues   . . . . . . . . . . . .     15,841           16,567             32,290              33,896
     Dividends and interest on  investments
       other than mortgage-backed securities  . . . . . .      6,610            7,294             13,196              14,636
     Interest on loans and
       mortgage-backed securities   . . . . . . . . . . .        640            2,251              1,449               4,866
     Gains on sales of securities
       and foreclosed property  . . . . . . . . . . . . .        390               --                641               1,714
     Other  . . . . . . . . . . . . . . . . . . . . . . .        428              574              1,095               1,053
                                                            --------         --------           --------            --------
                                                              24,156           30,729             49,749              63,738
                                                            --------         --------           --------            --------
Costs and expenses:
     Insurance losses, loss adjustment
       and underwriting expenses . . . . . . . . . . . . .       366            4,237              1,402               8,064
     Cost of services and products sold   . . . . . . . .     12,578           13,271             25,880              27,452
     Selling, general and administrative
       expenses   . . . . . . . . . . . . . . . . . . . .      3,814            4,500              6,928               8,143
     Interest on notes payable  . . . . . . . . . . . . .        640            1,212              1,477               2,421
     Interest on savings accounts   . . . . . . . . . .           --            1,855                 --               3,930
     Loss on sale of New America Electric   . . . . . .           --            2,700                 --               2,700
                                                            --------         --------           --------            --------
                                                              17,398           27,775             35,687              52,710
                                                            --------         --------           --------            --------
Income before income taxes and cumulative effect
     of change in accounting for income taxes   . . . . .      6,758            2,954             14,062              11,028
Income tax (provision) benefit  . . . . . . . . . . . . .       (896)             667             (2,117)             (1,006)
                                                            --------         --------           --------            --------
Income before cumulative effect of
     change in accounting for income taxes  . . . . . . .      5,862            3,621             11,945              10,022
Cumulative effect of change in
     accounting for income taxes  . . . . . . . . . . .           --               --                 --               1,023
                                                            --------         --------           --------            --------
     Net income   . . . . . . . . . . . . . . . . . . . .      5,862            3,621             11,945              11,045
Retained earnings - beginning of period  . . . . . . . .     290,930          279,317            286,591             273,566
Cash dividends declared and paid  . . . . . . . . . . . .     (1,745)          (1,674)            (3,489)             (3,347)
                                                            --------         --------           --------            --------
Retained earnings - end of period . . . . . . . . . . . .   $295,047         $281,264           $295,047            $281,264
                                                            ========         ========           ========            ========

Amounts per share based on 7,119,807 shares
     outstanding throughout each period:
     Income before cumulative effect of
        change in accounting for income taxes                  $ .82            $ .51              $1.68               $1.41
     Cumulative effect of change
        in accounting for income taxes                           .--              .--                .--                 .14
                                                               -----            -----              -----               -----
     Net income                                                $ .82            $ .51              $1.68               $1.55
                                                               =====            =====              =====               =====

Cash dividends  . . . . . . . . . . . . . . . . . .            $.245            $.235              $.490               $.470
                                                               =====            =====              =====               =====
</TABLE>

See notes beginning on page 7.                                         -4-


<PAGE>   5


                          WESCO FINANCIAL CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEET
                         (Dollar amounts in thousands)
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                                 June 30,          Dec. 31,
                                                                                   1994               1993  
                                                                                 --------           --------

                                     ASSETS

<S>                                                                            <C>                  <C>
Cash and temporary cash investments . . . . . . . . . . . . . . . . . . . . .  $    9,882           $  5,230
Investments:
   Securities with fixed maturities . . . . . . . . . . . . . . . . . . . . .     211,920            202,126
   Marketable equity securities . . . . . . . . . . . . . . . . . . . . . . .     714,341            639,958
Other assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      71,348             67,841
                                                                               ----------           --------

                                                                               $1,007,491           $915,155
                                                                               ==========           ========


                                     LIABILITIES AND SHAREHOLDERS' EQUITY

Insurance losses and loss adjustment expenses . . . . . . . . . . . . . . . .  $   47,366           $ 53,818
Income taxes payable, principally deferred  . . . . . . . . . . . . . . . . .     207,909            180,722
Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      37,728             37,896
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      16,194             16,632
                                                                               ==========           ========

    Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .     309,197            289,068
                                                                               ----------           --------
Shareholders' equity:
  Capital stock, and surplus arising
     from stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . .      30,439             30,439
  Unrealized appreciation of investments,
     net of taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     372,808            309,057
  Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     295,047            286,591
                                                                               ----------           --------
    Total shareholders' equity  . . . . . . . . . . . . . . . . . . . . . . .     698,294            626,087
                                                                               ----------           --------

                                                                               $1,007,491           $915,155
                                                                               ==========           ========
</TABLE>





See notes beginning on page 7.

                                      -5-
<PAGE>   6
                          WESCO FINANCIAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                         (Dollar amounts in thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                                Six Months Ended 
                                                                                              -------------------
                                                                                              June 30,      June 30,
                                                                                                1994         1993 
                                                                                              ------        ------
<S>                                                                                          <C>            <C>
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . .  $  3,309       $ 10,279
                                                                                             --------       --------
Cash flows from investing activities -
 Proceeds from maturities and redemptions of securities
    with fixed maturities   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19,529         26,903
 Proceeds from sales of marketable equity securities  . . . . . . . . . . . . . . . . . .          --          3,534
 Real estate loan originations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --         (1,471)
 Principal collections on real estate loans   . . . . . . . . . . . . . . . . . . . . . . .        22         10,456
 Other, net   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (4,167)        (5,061)
                                                                                             --------       --------

Net cash provided by investing activities . . . . . . . . . . . . . . . . . . . . . . . . .    15,384         34,361
                                                                                             --------       --------
Cash flows from financing activities -
 Net decrease in savings accounts   . . . . . . . . . . . . . . . . . . . . . . . . . . .          --        (21,254)
 Short-term borrowings from parent  . . . . . . . . . . . . . . . . . . . . . . . . . . .          --         10,200
 Repayment of short-term borrowings   . . . . . . . . . . . . . . . . . . . . . . . . . . .   (10,385)            --
 Payment of cash dividends  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    (3,489)        (3,347)
 Other, net   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      (167)          (160)
                                                                                             --------       --------

Net cash used by financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . .   (14,041)       (14,561)
                                                                                             --------       --------
Increase in cash, including temporary
 cash investments   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4,652         30,079
Cash, including temporary cash investments -
 beginning of period  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5,230        123,705
                                                                                             --------       --------

Cash, including temporary cash investments - end of period  . . . . . . . . . . . . . . . .  $  9,882       $153,784
                                                                                             ========       ========
Supplementary information:

 Interest paid during period  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  1,860       $  6,680
                                                                                             ========       ========

 Income taxes paid during period  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 10,061       $  2,719
                                                                                             ========       ========
</TABLE>

See notes beginning on page 7.

                                      -6-
<PAGE>   7


                          WESCO FINANCIAL CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)


NOTE 1

In the opinion of management, all adjustments necessary to a fair statement of
the results of operations of Wesco Financial Corporation ("Wesco") and its
subsidiaries (consisting only of normal recurring accruals) are reflected in
the condensed consolidated financial statements.


NOTE 2

Reference is made to the notes to Wesco's consolidated financial statements
appearing on pages 33 through 41 of its 1993 Form 10-K Annual Report for other
information deemed generally applicable to the condensed consolidated financial
statements.


NOTE 3

Following is a summary of investments in securities with fixed maturities, in
thousands of dollars:

<TABLE>
<CAPTION>
                                       June 30, 1994                             December 31, 1993      
                              -----------------------------------       ------------------------------------
                                          Estimated                                  Estimated
                              Amortized     Market       Carrying       Amortized      Market       Carrying
                                Cost         Value         Value          Cost         Value          Value 
                               ------       -------       -------        ------       -------        -------
  <S>                        <C>           <C>           <C>           <C>           <C>            <C>
  Mortgage-backed
    securities  . . . .      $ 32,846      $ 32,357      $ 32,357      $ 45,848      $ 46,359       $ 45,848
  Preferred stocks  . .       135,000       159,690       159,690       135,000       158,150        135,000
  State and
    municipal bonds . .        18,892        19,873        19,873        21,278        22,305         21,278
                             --------      --------      --------      --------      --------       --------

                             $186,738      $211,920      $211,920      $202,126      $226,814       $202,126
                             ========      ========      ========      ========      ========       ========
</TABLE>

     Investments in securities with fixed maturities, effective with the first
quarter of 1994, are classified as available for sale, and accordingly carried
at fair value, with the net unrealized gain or loss included in shareholders'
equity.  At December 31, 1993, such investments were classified as held to
maturity and thus carried at amortized cost.  The change in classification of
these investments, which has not been material in relation to Wesco's reported
financial condition, conforms Wesco's financial reporting for such investments
to its reporting for marketable equity securities.

                                      -7-


<PAGE>   8




NOTE 4

     Following is a summary of the changes in unrealized appreciation of
investments, net of deemed applicable income taxes, included in shareholders'
equity on the accompanying condensed consolidated balance sheet, in thousands
of dollars:

<TABLE>
<CAPTION>
                                                 Three Months Ended                Six Months Ended  
                                              -----------------------           ----------------------
                                              June 30,       June 30,            June 30,      June 30,
                                                1994           1993               1994           1993  
                                              --------       --------           --------       --------
   <S>                                        <C>            <C>                <C>            <C>
   Balance at beginning of period. . .        $324,007       $114,959           $309,057       $107,709
   Net increase (decrease)
     in unrealized appreciation. . . . .        73,638         (6,989)            98,092          3,997
   (Increase) decrease in deemed
     applicable income taxes . . . . . .       (24,837)         2,377            (34,341)        (1,359)
                                              --------       --------           --------       -------- 

   Balance at end of period. . . . . . .      $372,808       $110,347           $372,808       $110,347
                                              ========       ========           ========       ========
</TABLE>


        Of the $262 million apparent increase in after-tax appreciation between
June 30, 1993 and June 30, 1994, approximately $189 million resulted from
Wesco's adoption of a new accounting pronouncement, SFAS No. 115, as of 1993
yearend.  Under SFAS No. 115, marketable equity securities of all Wesco
entities - not just its insurance subsidiary, as previously - are now all
carried at market value rather than stated at the lower of aggregate cost or
market.  (See Notes 1 and 2 to Wesco's consolidated financial statements
appearing in its 1993 Form 10-K Annual Report for additional information.)





                                      -8-
<PAGE>   9


                          WESCO FINANCIAL CORPORATION

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


         Reference is made to management's discussion and analysis of Wesco's
consolidated financial condition and results of operations appearing on pages
20 through 26 of its 1993 Form 10-K Annual Report 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.


FINANCIAL CONDITION

         The financial condition of Wesco and its subsidiaries continues to be
sound and liquid.

         In May 1994, Standard and Poor's Corporation raised its credit rating
on Wesco's $30 million of Notes due November 1999 from AA+ to AAA, its highest
rating, and also assigned its AAA claims-paying-ability rating to Wesco's
insurance subsidiary.


RESULTS OF OPERATIONS

         Following is a breakdown of Wesco's consolidated net (after-tax)
income by business segment, in thousands of dollars:

<TABLE>
<CAPTION>
                                                       Three Months Ended              Six Months Ended
                                                       ------------------             ------------------
                                                    June 30,        June 30,         June 30,        June 30,
                                                      1994            1993             1994            1993 
                                                     ------          ------           ------          ------
<S>                                                  <C>             <C>             <C>             <C>
Identified segments:
   Insurance  . . . . . . . . . . . . . . . . . . .  $4,932          $3,134          $ 9,843         $ 7,364
   Industrial . . . . . . . . . . . . . . . . . .       794             464            1,466             910
   Financial  . . . . . . . . . . . . . . . . . .        --             761               --           1,597
Other than identified business segments . . . . .       136            (738)             636             151
                                                     ------          ------          -------         -------
Income before cumulative effect of
   change in accounting for income taxes  . . . . .   5,862           3,621           11,945          10,022
Cumulative effect of change in
   accounting for income taxes (adoption
   of SFAS No. 109) . . . . . . . . . . . . . .          --              --               --           1,023
                                                     ------          ------          -------         -------

Net income - consolidated . . . . . . . . . . . .    $5,862          $3,621          $11,945         $11,045
                                                     ======          ======          =======         =======
</TABLE>


                                      -9-
<PAGE>   10


Insurance Segment

      Following is a summary of the results of underwriting and investing
activities of wholly owned Wesco-Financial Insurance Company ("Wes- FIC"), in
thousands of dollars:

<TABLE>
<CAPTION>
                                                              Three Months Ended           Six Months Ended
                                                             --------------------        --------------------
                                                            June 30,      June 30,      June 30,      June 30,
                                                              1994          1993          1994          1993 
                                                             ------        ------        ------        ------
<S>                                                          <C>          <C>           <C>            <C>
Premiums written  . . . . . . . . . . . . . . . . . . . . .  $1,084        $3,445       $ 8,828        $6,635

Premiums earned . . . . . . . . . . . . . . . . . . . . . .  $  247        $4,043       $ 1,078        $7,573
                                                             ======        ======       =======        ======

Underwriting loss . . . . . . . . . . . . . . . . . . . . .  $ (120)      $  (207)      $  (324)       $ (507)
Dividend and interest income. . . . . . . . . . . . . . . .   5,978         3,811        11,865         7,679
                                                             ------        ------       -------        ------
Income before income taxes. . . . . . . . . . . . . . . . .   5,858         3,604        11,541         7,172
Provision for income taxes  . . . . . . . . . . . . . . . .    (926)         (470)       (1,861)         (939)
                                                             ------        ------       -------        ------
Income before securities gains  . . . . . . . . . . . . . .   4,932         3,134         9,680         6,233
Securities gains, net of taxes  . . . . . . . . . . . . .        --            --           163         1,131
                                                             ------        ------       -------        ------

Insurance segment net income  . . . . . . . . . . . . . . .  $4,932        $3,134       $ 9,843        $7,364
                                                             ======        ======       =======        ======
</TABLE>


      The increase in premiums written in the six months ended June 30, 1994
over the corresponding figure for the first six months last year was
attributable principally to Wes-FIC's entry into the super-catastrophe
("super-cat") reinsurance business in the first quarter.  In February 1994 an
insurance company subsidiary of Berkshire Hathaway Inc., Wesco's ultimate
parent company, retroceded to Wes-FIC from 10% to 20% of certain super-cat
reinsurance business (see Wesco's 1993 Form 10-K Annual Report for further
details).  Wes-FIC's entry into the business of super-cat reinsurance followed
a large increase in net worth due to its absorption through merger of Mutual
Savings and Loan Association ("Mutual Savings"), another wholly owned
subsidiary of Wesco, in January 1994 (see financial segment below).

      Insurance premiums are recognized as earned revenues by Wes-FIC pro rata
over the term of the contract on all forms of insurance except for super-cat
reinsurance.  Premiums on super-cat reinsurance are not recognized as earned
until the earlier of a loss occurrence or policy expiration, in order to avoid
premature recognition of underwriting profits.  The super-cat reinsurance
contracts referred to above expire at various dates beginning in the first
quarter of 1995.

      Wes-FIC's net income for the second quarter and first six months of 1994
benefited from its absorption of Mutual Savings, inasmuch as dividend and
interest income previously reported as revenue of Wesco's financial segment is
now included in Wes-FIC's revenues.



                                      -10-
<PAGE>   11


Industrial Segment

      Following is a summary of the results of operations of the industrial
segment, whose operations have included those of wholly owned Precision Steel
Warehouse, Inc. and its subsidiaries ("Precision Steel") and, until its
business assets were sold on July 1, 1993, approximately 80%-owned New America
Electrical Corporation ("New America Electric"),  in thousands of dollars:

<TABLE>
<CAPTION>
                                                            Three Months Ended            Six Months Ended 
                                                           ---------------------        ---------------------
                                                           June 30,      June 30,       June 30,      June 30,
                                                            1994           1993          1994           1993 
                                                           ------         ------        ------         ------
<S>                                                         <C>           <C>           <C>           <C>
Revenues, principally sales
   and services . . . . . . . . . . . . . . . . . . . . .   $15,955       $16,688       $32,437       $34,042
                                                            =======       =======       =======       =======

Income before income taxes  . . . . . . . . . . . . . . .   $ 1,317       $   880       $ 2,428       $ 1,582
Provision for income taxes  . . . . . . . . . . . . . . .      (523)         (420)         (962)         (716)
Minority interest in operating
   loss of New America Electric . . . . . . . . . . . . .        --             4            --            44
                                                            -------       -------       -------       -------
Industrial segment net income . . . . . . . . . . . . . .   $   794       $   464       $ 1,466       $   910
                                                            =======       =======       =======       =======
</TABLE>


      Revenues of the industrial segment included $2,002,000 and $3,489,000
attributable to New America Electric in the second quarter and first six months
of 1993 versus none in the comparable periods of 1994.  Had 1993 revenues not
included those of New America Electric, revenues of the industrial segment
would have increased $1,269,000 and $1,884,000 for the second quarter and first
six months of 1994.

      Income before income taxes and net income were negatively impacted in the
second quarter and first six months of  1993 as a result of the inclusion of
the operating results of New America Electric.  Had it not been for Wesco's
equity of $33,000 and $213,000 in New America Electric's operating losses in
those periods, the industrial segment would have reported net income of
$497,000 and $1,123,000, respectively.

      The operations of Precision Steel appear to have been less affected by
recessionary economic conditions in 1994 than in 1993.


Financial Segment

      Prior to 1994, the financial segment included revenues and expenses of
Mutual Savings as well as revenues and expenses of other Wesco entities that,
although not directly connected with an identified business segment, were more
closely associated with the savings and loan business than any of Wesco's other
businesses.


                                      -11-
<PAGE>   12
      In October 1993, Mutual Savings discontinued as a regulated savings and
loan association, and, effective January 1, 1994, it merged into Wes-FIC (see
Wesco's 1993 Form 10-K Annual Report for further details).  As a result, (1)
several traditional items of revenue and expense - notably interest income on
loans and interest  expense on savings accounts - have partially or wholly
disappeared, with the remaining items transferred to the insurance segment, and
(2) the expenses of other Wesco entities previously included in the financial
segment, which have become relatively insignificant, are now classified
separately (i.e., not included in a business segment).

      In conjunction with its discontinuance as a regulated savings and loan
association, Mutual Savings disposed of its savings deposits and most of its
real estate loans (see Wesco's 1993 Form 10-K Annual Report for further
details).  Although the disposition has affected several items of revenue and
expense, as noted above, it has not had a significant effect on Wesco's
consolidated revenues and earnings.


Other Than Identified Business Segments

      Following is a summary of net (after-tax) earnings items not identified
with business segments, in thousands of dollars:

<TABLE>
<CAPTION>
                                                    Three Months Ended               Six Months Ended   
                                                  -----------------------         -----------------------
                                                  June 30,        June 30,        June 30,        June 30,
                                                    1994            1993            1994            1993 
                                                   ------          ------          ------          ------
<S>                                                <C>             <C>             <C>              <C>
Dividend and interest income  . . . . . . . . . .  $1,106          $   998         $ 2,522          $ 2,352
Interest expense  . . . . . . . . . . . . . . . .    (802)            (502)         (1,349)            (975)
Realized gains on sales of
   securities and foreclosed properties . . . . .     230              --              230              --
Provision for losses on loans and
   foreclosed properties  . . . . . . . . . . . .    (590)             --             (590)             --
Loss on sale of New America Electrical
   Corporation  . . . . . . . . . . . . . . . . .      --           (1,617)             --           (1,617)
Other items, net  . . . . . . . . . . . . . . . .     192              383            (177)             391
                                                   ------          -------         -------          -------

                                                   $  136          $  (738)        $   636          $   151
                                                   ======          =======         =======          =======
</TABLE>

      Interest expense was much higher in the second quarter and first six
months of 1994 than in the comparable periods of 1993 as a result of
intercompany borrowings made late in 1993 principally to facilitate the
transfer of loans and foreclosed properties to Wesco's newly formed real estate
subsidiary, MS Property Company ("MSPC").

      Other items, net, include rental income, net of expenses, associated with
MSPC's office building, which is used by Wesco but primarily leased to outside
tenants; expenses relating to real estate held for sale; and general and
administrative expenses of Wesco and MSPC.  The main reason for the decrease in
other items, net - for the second quarter and six-month periods ended June 30,
1994, from the comparable 1993 figures, is the inclusion in 1994 of various
expenses previously charged against the financial segment (e.g., expenses
associated with foreclosed properties and delinquent loans).

                                      -12-

<PAGE>   13


                             *    *    *    *    *



      Realized securities gains, recorded when appreciated securities are sold,
tend to fluctuate significantly from period to period.  The amount of realized
gain for any period has no predictive value, and variations in amount from
period to period have no practical  analytical value, given the traditional
existence of substantial unrealized price appreciation in Wesco's consolidated
investment portfolio.  Realized securities gains, after taxes, amounted to
$163,000 and $1,131,000 in the first quarters of 1994 and 1993.  No securities
gains were realized in the second quarter of either year.

      Wesco's effective consolidated income tax rate typically fluctuates from
period to period for various reasons, such as the inclusion in consolidated
revenues of significant, varying amounts of dividend income from preferred and
common stocks, which is substantially exempt from income taxes, and, beginning
in 1993, the effects of changes in income tax rates as described in Note 6 to
the consolidated financial statements appearing in Wesco's 1993 Form 10-K
Annual Report.  The respective income tax provisions or benefits, expressed as
percentages of income before income taxes and cumulative effect of change in
accounting for income taxes amounted to a provision of 13.3% for the second
quarter of 1994, a benefit of 22.6% for the second quarter of 1993, and
provisions of 15.1% and 9.1% for the six-month periods ended June 30, 1994 and
1993.

      Consolidated revenues, expenses and earnings reported in any period are
not necessarily indicative of future revenues, expenses and earnings, in that
they are subject to significant variations in amount and timing of gains and
losses from disposition of securities, foreclosed properties and other assets
and liabilities, the possible occurrence of other unusual items, the effects of
changes in rates of income taxes, and the effects of changes in the nature of
Wesco's operations.





                                      -13-
                                      


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission