LETTER TO SHAREHOLDERS
To Our Shareholders:
Consolidated ""normal'' net operating income (i.e., before irregularly occurring
items shown in the table below) for the calendar year 1997 increased to $38,262,000
($5.38 per share) from $30,720,000 ($4.32 per share) in the previous year.
Consolidated net income (i.e., after irregularly occurring items shown in the
table below) increased to $101,809,000 ($14.30 per share) from $30,619,000
($4.30 per share) in the previous year.
Wesco has three major subsidiaries: (1) Wesco-Financial Insurance Company
(""Wes-FIC''), headquartered in Omaha and engaged principally in the reinsurance
business, (2) The Kansas Bankers Surety Company (""KBS''), purchased by Wes-FIC
in July 1996 and specializing in insurance products tailored to midwestern banks, and
(3) Precision Steel, headquartered in Chicago and engaged in the steel warehousing
and specialty metal products businesses. Consolidated net income for the two years
(1)
just ended breaks down as follows (in 000s except for per-share amounts) :
Year Ended
December 31, 1997 December 31, 1996
Per Per
Wesco Wesco
Amount Share(2) Amount Share(2)
""Normal'' net operating income of:
Wes-FIC and KBS insurance businessesIIIIIIIIIII $ 33,507 $ 4.71 $27,249 $3.83
Precision Steel businesses IIIIIIIIIIIIIIIIIIIIIII 3,622 .51 3,033 .43
All other ""normal'' net operating income(3) IIIIIIIII 1,133 .16 438 .06
38,262 5.38 30,720 4.32
Realized net securities gains (losses)IIIIIIIIIIIIIII 62,697 8.80 (115) (.02)
Gain on sales of foreclosed propertiesIIIIIIIIIIIIII 850 .12 14 I
Wesco consolidated net income IIIIIIIIIIIIIIIIIII $101,809 $14.30 $30,619 $4.30
(1) All Ngures are net of income taxes.
(2) Per-share data is based on 7,119,807 shares outstanding. Wesco has had no dilutive capital stock equivalents.
(3) After deduction of interest and other corporate expenses, and costs and expenses associated with delinquent loans and
foreclosed real estate previously charged against Wesco's former Mutual Savings and Loan Association subsidiary. Income
was from ownership of the Wesco headquarters oCce building, primarily leased to outside tenants, interest and dividend
income from cash equivalents and marketable securities owned outside the insurance subsidiaries, and, in 1997, the
reduction of loss reserves provided in prior years against possible losses on sales of foreclosed real estate.
This supplementary breakdown of earnings diAers somewhat from that used in
audited Nnancial statements which follow standard accounting convention. The
supplementary breakdown is furnished because it is considered useful to
shareholders.
Wesco-Financial Insurance Company (""Wes-FIC'')
Wes-FIC's normal net income for 1997 was $33,507,000, versus $27,249,000 for
1996. The Ngures include $6,044,000 in 1997 and $2,288,000 in 1996 contributed by
The Kansas Bankers Surety Company (""KBS'') following its purchase by Wes-FIC
early in the third quarter of 1996. The purchase of KBS is discussed in the section,
""The Kansas Bankers Surety Company,'' below.
At the end of 1997 Wes-FIC retained about $27.5 million in invested assets,
oAset by claims reserves, from its former reinsurance arrangement with Fireman's
Fund Group. This arrangement was terminated August 31, 1989. However, it will
take a long time before all claims are settled, and, meanwhile, Wes-FIC is being
helped over many years by proceeds from investing ""Ooat.''
We previously informed shareholders that Wes-FIC had entered into the busi-
ness of super-cat reinsurance through retrocessions from the Insurance Group of
Berkshire Hathaway, Wesco's ultimate parent. Wes-FIC's entry into the super-cat
reinsurance business early in 1994 followed the large augmentation of its claims-
paying capacity caused by its merger with Mutual Savings, the former savings and
loan subsidiary of Wesco. In 1994, in recognition of Wes-FIC's sound Nnancial
condition, Standard and Poor's Corporation assigned to Wes-FIC the highest possible
claims-paying-ability rating: AAA.
The super-cat reinsurance business, in which Wes-FIC is engaged, continues to
be a very logical business for Wes-FIC. Wes-FIC has a large net worth in relation to
annual premiums being earned. And this is exactly the condition rationally required
for any insurance company planning to be a ""stand alone'' reinsurer covering super-
catastrophe risks it can't safely pass on to others sure to remain solvent if a large
super-catastrophe comes. Such a ""stand alone'' reinsurer must be a kind of Fort
Knox, prepared occasionally, without calling on any other reinsurers for help, to pay
out in a single year many times more than premiums coming in, as it covers losses
from some super catastrophe worse than Hurricane Andrew. In short, it needs a
balance sheet a lot like Wes-FIC's.
In connection with the retrocessions of super-cat reinsurance to Wes-FIC from
the Berkshire Hathaway Insurance Group, the nature of the situation as it has
evolved is such that Berkshire Hathaway, owning 100% of its Insurance Group and
only 80% of Wesco and Wes-FIC, does not, for some philanthropic reason, ordinarily
retrocede to Wes-FIC any reinsurance business that Berkshire Hathaway considers
desirable and that is available only in amounts below what Berkshire Hathaway
wants for itself on the terms oAered. Instead, retrocessions occur only occasionally,
under limited conditions and with some compensation to Berkshire Hathaway. Such
retrocessions ordinarily happen only when (1) Berkshire Hathaway, for some reason
(usually a policy of overall risk limitation), desires lower amounts of business than
are available on the terms oAered and (2) Wes-FIC has adequate capacity to bear
the risk assumed and (3) Wes-FIC pays a fair ceding commission designed to cover
part of the cost of getting and managing insurance business.
Generally, Berkshire Hathaway, in dealing with partly owned subsidiaries, tries
to lean over a little backward in an attempt to observe what Justice Cardozo called
""the punctilio of an honor the most sensitive,'' but it cannot be expected to make
large and plain giveaways of Berkshire Hathaway assets or business to a partially
owned subsidiary like Wes-FIC.
Given Berkshire Hathaway's unwillingness to make plain giveaways to Wes-FIC
and reductions in opportunities in the super-cat reinsurance market in recent years,
prospects are often poor for Wes-FIC's acquisition of retroceded super-cat
reinsurance.
Moreover, Wesco shareholders should continue to realize that super-cat rein-
surance is not for the faint of heart. A huge variation in annual results, with some very
unpleasant future years for Wes-FIC, is inevitable.
But it is precisely what must, in the nature of things, be associated with these bad
possibilities, with their huge and embarrassing adverse consequences in occasional
years, that makes Wes-FIC like its way of being in the super-cat business. Buyers
(particularly wise buyers) of super-cat reinsurance often want to deal with Berkshire
Hathaway subsidiaries (possessing as they do the highest possible credit ratings and a
reliable corporate personality) instead of other reinsurers less cautious, straightforward
and well endowed. And many competing sellers of super-cat reinsurance are looking
for a liberal ""intermediary's'' proNt, hard to get because they must Nnd a ""layoA''
reinsurer both (1) so smart that it is sure to stay strong enough to pay possible losses yet
(2) so casual about costs that it is not much bothered by a liberal proNt earned by some
intermediary entity not willing to retain any major risk. Thus the forces in place can
rationally be expected to cause acceptable long-term results for well-Nnanced,
disciplined decision makers, despite horrible losses in some years and other years of
restricted opportunity to write business. And, again, we wish to repeat that we expect
only acceptable long-term results. We see no possibility for bonanza.
It should also be noted that Wes-FIC, in the arrangements with the Insurance
Group of Berkshire Hathaway, receives a special business-acquisition advantage
from using Berkshire Hathaway's general reputation. Under all the circumstances,
the 3% ceding commission now being paid seems more than fair to Wes-FIC.
Certainly and obviously, Berkshire Hathaway would not oAer terms so good to any
other entity outside the Berkshire Hathaway aCliated group.
Finally, we repeat an important disclosure about Wes-FIC's super-cat-reinsur-
ance-acquisition mechanics. It is impractical to have people in California make
complex accept-or-reject decisions for Wes-FIC when retrocessions of reinsurance
are oAered by the Berkshire Hathaway Insurance Group. But, happily, the Berkshire
Hathaway Insurance Group executives making original business-acquisition deci-
sions are greatly admired and trusted by the writer and will be ""eating their own
cooking.'' Under such circumstances, Wesco's and Wes-FIC's boards of directors, on
the writer's recommendation, have simply approved automatic retrocessions of
reinsurance to Wes-FIC as oAered by one or more wholly owned Berkshire
Hathaway subsidiaries. Each retrocession is to be accepted forthwith in writing in
Nebraska by agents of Wes-FIC who are at the same time salaried employees of
wholly owned subsidiaries of Berkshire Hathaway. Moreover, each retrocession will
be made at a 3%-of-premiums ceding commission. Finally, two conditions must be
satisNed: (1) Wes-FIC must get 20% or less of the risk (before taking into account
eAects from the ceding commission) and (2) wholly owned Berkshire Hathaway
subsidiaries must retain at least 80% of the identical risk (again, without taking into
account eAects from the ceding commission).
We will not ordinarily describe individual super-cat reinsurance contracts in full
detail to Wesco shareholders. That would be contrary to our competitive interest.
Instead, we will try to summarize reasonably any items of very large importance.
Will more reinsurance be later available to Wes-FIC through Berkshire
Hathaway subsidiaries on the basis and using the automatic procedure we have
above described? Well, we have often proved poor prognosticators. We can only say
that we hope so and that more reinsurance should come, albeit irregularly and with
long intermissions. No new contracts became available to Wes-FIC in 1997, although
one super-cat contract of three-years' duration, written in 1996, became eAective in
January 1997, and another expired during the year. As of 1997 yearend, the one
remaining super-cat contract, plus one other contract, not a super-cat contract, and
renewed during the year, represented Wes-FIC's active reinsurance business.
We continue to examine other possible insurance-writing opportunities, and
also insurance company acquisitions, like and unlike the purchase of KBS.
Wes-FIC is now a very strong insurance company, with very low costs, and, one
way or another, in the future as in the past, we expect to continue to Nnd and seize at
least a few sensible insurance opportunities.
On super-cat reinsurance accepted by Wes-FIC to date (March 9, 1998) there
has been no loss whatsoever that we know of, but some ""no-claims'' contingent
commissions have been paid to original cessors of business (i.e., cessors not
including Berkshire Hathaway). Super-cat underwriting proNt of $2.3 million, before
taxes, beneNted 1997 earnings, versus $3.9 million in 1996. The balance of pre-tax
underwriting proNt, amounting to $2.8 million for 1997, came mostly from favorable
revision of loss reserves on the old Fireman's Fund contract. Our accounting policy
requires contract expiration before super-cat underwriting proNt is recognized.
Needless to say, we would not have similar reluctance to report losses before
contract expirations.
The Kansas Bankers Surety Company (""KBS'')
KBS, purchased by Wes-FIC early in the third quarter of 1996 for approximately
$80 million in cash, contributed $6,044,000 to the normal net operating income of
the insurance businesses in 1997 and $2,288,000 in 1996, after reductions for
goodwill amortization under consolidated accounting convention of $508,000, after
taxes, in 1997 and $275,000 in 1996. The results of KBS have been combined with
those of Wes-FIC, and are included in the foregoing table in the category, "" 'normal'
net operating income of Wes-FIC and KBS insurance businesses.''
KBS was chartered in 1909 to underwrite deposit insurance for Kansas banks. Its
oCces are in Topeka, Kansas. Over the years its service has continued to adapt to the
changing needs of the banking industry. Today its customer base, consisting mostly
of small and medium-sized community banks, is spread throughout 25 mainly
midwestern states. In addition to bank deposit guaranty bonds which insure deposits
in excess of FDIC coverage, KBS also oAers directors and oCcers indemnity policies,
bank employment practices policies, bank annuity and mutual funds indemnity
policies and bank insurance agents professional errors and omissions indemnity
policies.
KBS is run by Donald Towle, President, assisted by 13 dedicated oCcers and
employees.
Precision Steel
The businesses of Wesco's Precision Steel subsidiary, headquartered in the
outskirts of Chicago at Franklin Park, Illinois, contributed $3,622,000 to normal net
operating income in 1996, up 19% compared with $3,033,000 in 1996. The improve-
ment in 1997 earnings was attributable mainly to a 15% increase in pounds of
product sold. Revenues were up only 6.3%.
Under the skilled leadership of David Hillstrom, Precision Steel's businesses in
1997 continued to provide an excellent return on resources employed.
Tag Ends from Savings and Loan Days
All that now remains outside Wes-FIC but within Wesco as a consequence of
Wesco's former involvement with Mutual Savings, Wesco's long-held savings and loan
subsidiary, is a small real estate subsidiary, MS Property Company, that holds tag ends of
assets and liabilities with a net book value of about $13 million. In 1997, MS Property
Company shrunk by approximately half after sales of several foreclosed properties and
contribution of $12,750,000 in cash to Wesco. MS Property Company's results of
operations, immaterial versus Wesco's present size, are included in the foregoing
breakdown of earnings within ""all other 'normal' net operating income.''
Of course, the main tag end from Wesco's savings and loan days is 28,800,000
shares of Federal Home Loan Mortgage Corporation (""Freddie Mac''), purchased by
Mutual Savings for $72 million at a time when Freddie Mac shares could be lawfully
owned only by a savings and loan association. This holding, with a market value of
$1.2 billion at yearend 1997, now reposes in Wes-FIC.
All Other ""Normal'' Net Operating Income
All other ""normal'' net operating income, net of interest paid and general
corporate expenses, increased to $1,133,000 in 1997 from $438,000 in 1996.
Sources were (1) rents ($2,885,000 gross) from Wesco's Pasadena oCce property
(leased almost entirely to outsiders, including CenFed Bank as the ground Ooor
tenant), and (2) interest and dividends from cash equivalents and marketable
securities held outside the insurance subsidiaries, less (3) costs and expenses of
liquidating tag-end foreclosed real estate. In 1997, reversals of reserves for possible
losses on sales of such tag-end real estate, expensed in prior years, beneNted this
category of earnings by about $1.1 million, after income tax eAect. The 1997 and
1996 ""other 'normal' net operating income'' Ngures also include intercompany
charges for interest expense ($172,000 and $298,000 after taxes, respectively) on
borrowings from Wes-FIC principally made late in 1993 to facilitate the transfer of
loans and foreclosed properties to MS Property Company. This intercompany interest
expense does not aAect Wesco's consolidated net income inasmuch as the same
amount is included as interest income in Wes-FIC's ""normal'' net operating income.
Net Securities Gains and Losses
Wesco's earnings for 1997 contained securities gains of $62,697,000, after
income taxes, versus losses of $115,000, after income taxes, in 1996. Of the 1997
Ngure, only $93,000 was realized through the sale of securities; the balance,
$62,604,000, resulted from the exchange of the preferred and common shares of
Salomon Inc (""Salomon'') owned by Wesco for preferred and common shares of
Travelers Group Inc. (""Travelers'') late in 1997 in connection with the merger of
Salomon with a subsidiary of Travelers. Accounting standards promulgated by the
Financial Accounting Standards Board require that the fair (market) value of shares
received in such an exchange be recorded as the new cost basis as of the date of the
exchange, with the diAerence, after appropriate reserves for future income tax on the
gain, recognized in the Nnancial statements as a realized after-tax gain. For income
tax purposes the exchange is recorded at the original cost of the securities ex-
changed; no gain is reported on the tax return, and no taxes are yet due.
Although the realized gain had a material impact on Wesco's reported earnings,
it had a very minor impact on Wesco's shareholders' equity. Inasmuch as $48,504,000
of the after-tax gain had previously been reOected in the unrealized gain component
of Wesco's shareholders' equity as of September 30, 1997, that amount was merely
switched from unrealized gains to retained earnings, another component of share-
holders' equity.
Convertible Preferred Stockholdings
At the end of 1997, Wesco and its subsidiaries owned $52 million, at original
cost, in convertible preferred stocks of Travelers Group Inc. (""Travelers'') and US
Airways Group, Inc. (""US Air''). The Travelers preferred stock was received in late
1997 (see the preceding section) in exchange for the Wesco group's remaining
shares of Salomon Inc preferred stock, which originally cost $40 million, and whose
cost was adjusted upwards to $90 million as of the date of the exchange. The US Air
preferred stock originally cost $12 million; that Ngure was adjusted down to $3 mil-
lion when we decided in 1994 that an other-than-temporary decline in the value of
its stock had occurred. Both issues require redemption at par value or conversion to
common stock within the next two years.
The investments are carried on Wesco's consolidated balance sheet at fair value,
with any diAerence between adjusted cost and market value included in sharehold-
ers' equity, net of income tax eAect, without aAecting reported net income, accord-
ing to accounting convention. Following is a summary of these investments in
convertible preferred stocks at yearend 1997:
Conversion Price 12/31/97
at Which Par Market Price Yearend
Preferred Par Value Value May Be of Common Carrying
Dividend of Exchanged for Stock on Value of
Security Rate Holding Common Stock 12/31/97 Holding
Travelers Group Inc. III 9.00% $40 Million $22.42 $53.875 $ 96 Million
US Airways Group, Inc. 9.25% 12 Million 38.74 62.50 19.2 Million
These convertible preferred stocks were obtained at the same time Wesco's
parent corporation, Berkshire Hathaway, obtained additional amounts of the same
stocks at the same price per share. The preferred stock of Travelers was obtained in
exchange for the remaining shares of preferred stock of Salomon Inc which Wesco
and its subsidiaries had acquired in 1987. On October 31, 1995, in accordance with
the terms of its convertible preferred stock, Salomon redeemed $20 million par value
of its preferred shares owned by Wesco at cost plus accrued dividends. On
October 31, 1996 and October 31, 1997, Wesco converted an aggregate of $40 mil-
lion par value of its remaining preferred shares of Salomon to 1,052,628 shares of
Salomon common stock, with Wesco continuing to hold par value of $40 million of
Salomon preferred stock. On November 28, 1997, Wesco and its subsidiaries
received $40 million par value of Travelers 9% preferred stock plus 1,784,204 shares
of Travelers common stock, in exchange for the Salomon holdings, in connection
with a merger of Salomon into Travelers. Fair value of the Travelers preferred and
common shares, carried on Wesco's consolidated balance sheet in the categories
""securities with Nxed maturities'' and ""marketable equity securities,'' were
$96.0 million and $96.1 million, respectively, at yearend 1997, versus the adjusted
costs of $90.0 and $90.8 million, respectively, at which they were carried.
US Air has called its convertible preferred stock for redemption on March 15,
1998. On March 13, 1998, Wesco converted its shares, acquired for $12 million in
1989 and written down to an adjusted cost of $3 million in 1994, to 309,718 shares of
US Air common.
In previous years we noted that ""few, if any, investors have ever prospered
mightily from investing in convertible preferred stocks of leading corporations.'' Our
experience proves, yet again, what poor prognosticators we are. We estimate that
(1) our investment in preferred and common stock of Travelers, acquired in 1997
through its merger with Salomon, in which we originally invested $80 million, net, was
worth about $112.1 million more than we paid, and (2) our $12 million US Air holding
was at yearend 1997 worth about $7.2 million more than we paid. These Ngures when
combined created $119.3 million more than actual cost. In addition, Wesco's
investment in convertible preferred stock of The Gillette Company, made in 1989 at
cost of $40 million, and converted into Gillette common stock in 1991 is carried at a
$321.4 million yearend market value in Wesco's consolidated 1997 balance sheet. This
is $281.4 million more than the investment cost. Also, in 1995, Wesco realized a gain
of $6.9 million, before taxes ($4.2 million after taxes), on sale of its $23 million
investment in preferred stock of Champion International Corporation.
Consolidated Balance Sheet And Related Discussion
As indicated in the accompanying Nnancial statements, Wesco's net worth
increased, as accountants compute it under their conventions, to $1.76 billion ($248
per Wesco share) at yearend 1997 from $1.25 billion ($176 per Wesco share) at
yearend 1996.
The $513 million increase in reported net worth in 1997 was the result of three
factors: (1) $419 million resulting from continued net appreciation of investments
after provision for future taxes on capital gains; plus (2) $94 million from retention of
1997 net income, including $63 million realized on the exchange of Salomon stock
for Travelers stock, discussed above; less (3) dividends paid.
The foregoing $248-per-share book value approximates liquidation value assum-
ing that all Wesco's non-security assets would liquidate, after taxes, at book value.
Probably, this assumption is too conservative. But our computation of liquidation
value is unlikely to be too low by more than two or three dollars per Wesco share,
because (1) the liquidation value of Wesco's consolidated real estate holdings
(where interesting potential now lies almost entirely in Wesco's equity in its oCce
property in Pasadena) containing only 125,000 net rentable square feet, and
(2) unrealized appreciation in other assets (primarily Precision Steel) cannot be
large enough, in relation to Wesco's overall size, to change very much the overall
computation of after-tax liquidating value.
Of course, so long as Wesco does not liquidate, and does not sell any
appreciated assets, it has, in eAect, an interest-free ""loan'' from the government
equal to its deferred income taxes on both the unrealized gains and gains deferred
from the merger of Salomon into Travelers in 1997, subtracted in determining its net
worth. This interest-free ""loan'' from the government is at this moment working for
Wesco shareholders and amounted to about $102 per Wesco share at yearend 1997.
However, some day, perhaps soon, major parts of the interest-free ""loan'' must be
paid as assets are sold. Therefore, Wesco's shareholders have no perpetual advantage
creating value for them of $102 per Wesco share. Instead, the present value of Wesco's
shareholders' advantage must logically be much lower than $102 per Wesco share. In
the writer's judgment, the value of Wesco's advantage from its temporary, interest-free
""loan'' was probably about $25 per Wesco share at yearend 1997.
After the value of the advantage inhering in the interest-free ""loan'' is estimated,
a reasonable approximation can be made of Wesco's intrinsic value per share. This
approximation is made by simply adding (1) the value of the advantage from the
interest-free ""loan'' per Wesco share and (2) liquidating value per Wesco share.
Others may think diAerently, but the foregoing approach seems reasonable to the
writer as a way of estimating intrinsic value per Wesco share.
Thus, if the value of the advantage from the interest-free tax-deferral ""loan''
present was $25 per Wesco share at yearend 1997, and after-tax liquidating value
was then about $248 per share (Ngures that seem rational to the writer), Wesco's
intrinsic value per share would become about $273 per share at yearend 1997, up
39% from intrinsic value as guessed in a similar calculation at the end of 1996. And,
Nnally, this reasonable-to-this-writer, $273-per-share Ngure for intrinsic per share
value of Wesco stock should be compared with the $300 per share price at which
Wesco stock was selling on December 31, 1997. This comparison indicates that
Wesco stock was then selling about 10% above intrinsic value.
As Wesco's unrealized appreciation has continued to grow in frothy markets for
securities, it should be remembered that it is subject to market Ouctuation, possibly
dramatic on the downside, with no guaranty as to its ultimate full realization.
Unrealized after-tax appreciation represents 73% of Wesco's shareholders' equity at
1997 yearend), versus 70% and 63% one and two years earlier.
Business and human quality in place at Wesco continues to be not nearly as
good, all factors considered, as that in place at Berkshire Hathaway. Wesco is not an
equally-good-but-smaller version of Berkshire Hathaway, better because its small
size makes growth easier. Instead, each dollar of book value at Wesco continues
plainly to provide much less intrinsic value than a similar dollar of book value at
Berkshire Hathaway. Moreover, the quality disparity in book value's intrinsic merits
has, in recent years, been widening in favor of Berkshire Hathaway.
All that said, we make no attempt to appraise relative attractiveness for invest-
ment of Wesco versus Berkshire Hathaway stock at present stock-market quotations.
We are not now pessimists, on a long-term basis, about business expansion.
Despite present super-ebullient markets for entire businesses, making it hard for
Wesco to Nnd attractive opportunities, we do not believe that such opportunities will
never come.
On January 28, 1998 Wesco increased its regular dividend from 27Y cents per
share to 28Y cents per share, payable March 11, 1998, to shareholders of record as
of the close of business on February 11, 1998.
This annual report contains Form 10-K, a report Nled with the Securities and
Exchange Commission, and includes detailed information about Wesco and its
subsidiaries as well as audited Nnancial statements bearing extensive footnotes. As
usual, your careful attention is sought with respect to these items.
Charles T. Munger
Chairman of the Board
March 13, 1998
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