蓝筹印花股东年度信函,1979财年(查理·芒格 / 唐纳德·科普尔)
致我们的股东
1979 日历年度的合并正常经营收入(即储蓄贷款子公司以外持有的证券出售收益之前)略有增长,从上一财年的 1355.3 万美元(每股 2.62 美元)增至 1430.3 万美元(每股 2.76 美元)。
合并净收益(即储蓄贷款子公司以外持有的证券出售收益之后)也略有增长,从上一年的 1428 万美元(每股 2.76 美元)增至 1552.6 万美元(每股 3.00 美元)。
去年收益得益于我们于 1979 年 2 月 28 日收购了一家持股 80% 的新子公司精密钢铁仓储公司(Precision Steel Warehouse, Inc.),以及我们持股 80% 的储蓄贷款子公司互助储蓄(Mutual Savings)的收益增长。这两家子公司均由我们持股 80% 的子公司西科金融公司(Wesco Financial Corporation)全资拥有。这些来源的收益部分被我们全资拥有的子公司《布法罗晚报》(Buffalo Evening News)亏损扩大所抵消。
去年的精密钢铁收购要求我们改变财务数据的列报方式。现在我们合并除储蓄贷款子公司互助储蓄之外的所有业务,该公司我们继续按权益法核算。此前,西科金融公司的所有合并账目,包括与互助储蓄以外的资产和收益相关的账目,均按权益法并入。在本报告中,1978 年的数据已略微重述以符合新的列报方式,对净收益或留存收益无影响。
我们主要有四家子公司:喜诗糖果公司(See's Candy Shops, Incorporated)(100% 持股)、互助储蓄(80% 持股)、精密钢铁(80% 持股)和《布法罗晚报》(Buffalo Evening News, Inc.)(100% 持股)。如果我们对喜诗、精密钢铁的经营业务、《布法罗晚报》以及互助储蓄采用权益法核算而非合并核算,那么刚刚结束的两个报告年度的合并收益将分解如下(除每股金额外,单位千美元):
蓝筹印花公司在下列公司净收益(亏损)中的权益:
To Our Stockholders Consolidated normal operating income (i.e., before gains from sale of securities held outside our savings and loan subsidiary) for the calendar year 1979 increased slightly, to $14,303,000 ($2.76 per share) from $13,553,000 ($2.62 per share) in the previous fiscal year. Consolidated net income (i.e., after gains from sale of securities held outside our savings and loan subsidiary) also increased slightly, to $15,526,000 ($3.00 per share) from $14,280,000 ($2.76 per share) in the previous year. Earnings last year were assisted by our acquisition on February 28, 1979, of a new 80%-owned subsidiary, Precision Steel Warehouse, Inc., and also by increased earnings of Mutual Savings, our 80%-owned savings and loan subsidiary. Both of these subsidiaries are wholly owned by our 80%-owned Wesco Financial Corporation subsidiary. Gains from these sources were partially offset by increased losses at our 100%-owned Buffalo Evening News subsidiary. The Precision Steel acquisition last year has required changes in the way we present financial data. We now consolidate everything except the savings and loan subsidiary, Mutual Savings, which we continue to include on an equity basis. Formerly, all the consolidated accounts of Wesco Financial Corporation, including those dealing with assets and earnings outside Mutual Savings, were included on an equity basis. In this report, 1978 figures have been restated slightly to conform to the new presentation, with no effect on net income or retained earnings. We have four major subsidiaries, See's Candy Shops, Incorporated (100%-owned), Mutual Savings (80%-owned), Precision Steel (80%-owned), and Buffalo Evening News, Inc. (100%-owned). If we used equity accounting instead of consolidated accounting for See's, Precision Steel's operating business, and the Buffalo Evening News as well as Mutual Savings, our consolidated income for our two reporting years just ended would break down as follows (in 000s except for per-share amounts): Blue Chip's equity in net income (loss) of: Year ended about
See's*1
See's*1
Mutual
Savings*2
Mutual Savings*2
Steel
Business
Steel Business
《布法罗晚报》*3
Buffalo Evening News*3
其他所有
净
收入*⁴·⁵
All other net income*4,5
蓝筹公司
合并净利润*5
Blue Chip consolidated net income*5
December
31, 1979
December 31, 1979
$5,997
$5,997
$6,795
$6,795
$1,367
$1,367
$(2,410)
$(2,410)
$3,777
$3,777
$15,526
$15,526
按蓝筹印花公司股份计算
Per Blue Chip share
1.16
1.16
1.31
1.31
.26
.26
(.46)
(.46)
.73
.73
3.00
3.00
December
31, 1978
December 31, 1978
5,802
5,802
6,482
6,482
--
--
(1,427)
(1,427)
3,423
3,423
14,280
14,280
根据蓝筹股份额
Per Blue Chip share
1.12
1.12
1.25
1.25
--
--
(.27)
(.27)
.66
.66
在扣除因以远高于账面价值的价格收购喜诗糖果所产生的无形资产摊销而减少的收入后,¹ 因以低于互助储蓄账面价值折价收购权益而摊销折价所增加的收入调整后,² 减去 1977 年收购报纸时产生的相对较小的无形资产摊销,³ 再扣除利息及其他公司费用。⁴ 在每一年中,促销服务活动在确认剩余合并净利润之前均存在经营亏损,该净利润包括:(i) 因未兑换印花形成的浮存金进行投资所获得的股息和利息;(ii) 计算联邦所得税时 85% 股息排除带来的税收优惠;(iii) 蓝筹印花在威斯科金融公司集团(不含其储贷和钢铁服务业务)持有的证券和房地产中所占的股息、利息及租金份额;以及 (iv) 扣除少数股东权益后的证券收益。
⁵ 1979 年的数据包含 122.3 万美元(折合每股蓝筹印花 0.24 美元)的证券收益(已扣除税项及少数股东权益)。1978 年该类证券收益为 72.7 万美元(折合每股蓝筹印花 0.14 美元)。
上述分类明细与会计惯例所要求的、用于列示本报告其他部分经审计财务报表中财务结果的列报方式有所不同。我们不辞辛劳地编制这份明细,并在本函中提供,是因为我们认为,相较于传统格式的合并利润表,它能更好地解释实际发生的情况。总体而言,我们试图披露那些当角色互换、我们作为被动投资者时,自己喜欢被告知的信息,并以我们偏好的形式呈现。
1 After reducing income by amortization of intangibles arising from purchase of See's at a large premium over its book value 2 After increasing income by amortization of the discount from Mutual book value at which the interest was acquired. 3 After reducing income by amortization of relatively minor intangibles arising at acquisition of the newspaper in 1977. 4 After deduction of interest and other corporate expenses. In each year there was an operating loss from promotional services activities before residual consolidated net income was credited with (i) dividends and interest resulting from investment of the funds available through "float" caused by trading stamps issued but not yet redeemed, plus (ii) income tax benefit caused by 85% exclusion of dividends in computing federal income taxes, plus (iii) Blue Chip's share of dividends, interest and rent from securities and real estate held by the Wesco Financial Corporation group outside its saVings and loan and steel service activities, plus (iv) securities gains, net of minority interest. 5 The 1979 amounts include $1,223 or $.24 per Blue Chip share from securities gains, net of taxes and minority interest. In 1978 such securities gains were $727 or $.14 per Blue Chip share. The foregoing breakdown differs somewhat from that required by the accounting conventions which govern presentation of financial results in our audited financial statements contained elsewhere in this report. We have taken the pains to prepare it, and to furnish it in this letter, because we believe it better explains what is really happening than does our consolidated income statement in conventional form. Generally, we are trying to disclose the things we like to be told, in the form we prefer, when roles are reversed and we are passive investors.
喜诗糖果公司
我们全资控股的子公司喜诗糖果公司去年的税前利润略有下降。不过,由于所得税税率降低,税后利润实现了名义上的小幅增长(约 3%)。考虑到销售额大幅增长约 19%,这一结果令人失望。喜诗过去两年的对比如下:
截至财年末
SEE'S CANDY SHOPS, INCORPORATED The pre-tax earnings of our 100%-owned subsidiary, See's Candy Shops, Incorporated, declined slightly last year. However, a lower income tax rate allowed a nominal percentage gain in after-tax earnings (about 3%). This result was disappointing in view of the substantial percentage gain in sales (about 19%). Comparative figures for See's for the last two years are set forth below: Year ended about
Sales
Sales
税后利润*
Profits after taxes*
售出的糖果磅数
Number of pounds of candy sold
在年底时开设的门店数量
Number of stores open at yearend
December 31,
1979
December 31, 1979
$87,314,000
$87,314,000
$6,473,000
$6,473,000
23,985,000
23,985,000
December 31,
1978
December 31, 1978
73,653,000
73,653,000
6,289,000
6,289,000
22,407,000
22,407,000
这些盈利数字略高于上表中蓝筹印花公司从喜诗糖果获得的份额,因为蓝筹印花公司的份额反映了:(i)扣除了 1978 年 6 月 6 日之前喜诗糖果少数股东持有的约 1% 股份所对应的盈利;(ii)因以远高于账面价值的价格收购喜诗糖果股票而产生的无形资产摊销;(iii)蓝筹印花公司收到的喜诗糖果分红所需缴纳的州所得税。
美国人均盒装巧克力消费量基本保持不变,糖果店业务依然面临巨大的成本压力。喜诗糖果的业务存在季节性销售高峰,且这一高峰逐年加剧,其生产和分销问题极其棘手,要像现在这样应对得当非常困难。过去两年盈利持平,但这并未削弱我们对喜诗糖果管理层(包括其杰出的领导者查尔斯·哈金斯)的信心。据我们所知,对所有其他公司来说,糖果店业务依然糟糕至多平庸,但在喜诗糖果却仍然相当盈利,原因很简单:无论是新客户还是老客户,都明显偏爱其糖果的口感和质地,以及其分销过程中标志性的极高水准的零售服务。这种客户热情源于喜诗糖果近乎偏执地坚持使用昂贵的天然糖果原料,以及同样昂贵的生产与分销方法——这些方法确保了严格的质量控制和令人愉悦的零售服务。这些品质带来了店铺每平方英尺销售额的非凡表现,通常是竞争对手的两到三倍;同时,作为礼物收到的喜诗巧克力也备受青睐,即便与更昂贵的品牌相比也是如此。
1978 年,我们以每股 55 美元的价格收购了喜诗糖果的极少数股权。如果我们之前持有的 99% 的喜诗糖果股份按同样的每股价格估值,那么当时该权益的总价值将比我们合并财务报表中其累计摊销成本高出约 2500 万美元。
我们最好的猜测是,喜诗糖果 1980 年的盈利至少会温和增长,原因是我们已就大部分糖果原料签订了远期合约,锁定了目前低于市场水平的价格。
These earnings figures are a little higher than Blue Chip Stamps' share of See's earnings shown in the table above because Blue Chip's share reflects (i) deduction of the approximately 1% share of See's earnings owned by minority stockholders of See's prior to June 6, 1978, (ii) amortization of intangibles arising from purchase of See's stock at a large premium over book value. and (iii) state income taxes on See's dividends received by Blue Chip. Boxed chocolate consumption per capita in the United States continues to be essentially static, and the candy-store business remains subject to extraordinary cost pressure. It is very difficult for See's to cope as successfully as it does with the production and distribution problems of a business with a seasonal sales peak that becomes more extreme each year, and the flat earnings trend of the last two years has not diminished our confidence in See's management, including its outstanding leader, Charles Huggins. So far as we know the candy-store business continues to be terrible to mediocre for all other companies, yet it remains quite profitable at See's for the simple reason that both new and old customers have a pronounced tendency to prefer the taste and texture of its candy, as well as the extremely high level of retailing service which characterizes its distribution. This customer enthusiasm is caused by a virtually fanatic insistence on expensive natural candy ingredients plus expensive manufacturing and distributing methods that insure rigorous quality control and cheerful retail service. These qualities are rewarded by extraordinary sales per square foot in the stores, frequently two to three times those of competitors, and by a preference by gift recipients for See's chocolates, even when measured against much more expensive brands. In 1978 we paid $55 per See's share to acquire a tiny minority interest in See's. If our previously owned 99% interest in See's were valued at the same price per share, such interest at that time would have had a total value approximately $25 million more than its aggregate amortized cost in our consolidated financial statements. Our best guess is that See's earnings will increase at least modestly in 1980, because of forward contracts covering most candy ingredients at fixed prices which are now below market.
互助储蓄贷款协会
我们在持股 80% 的子公司互助储蓄的净利润中所占份额增至 679.5 万美元,创下新纪录,而去年为 648.2 万美元。
不过,1980 年的前景似乎不太乐观。整个储蓄贷款行业现在被迫为留住储蓄账户支付高得多的利息,而其资产却主要由周转率很低、期限很长的抵押贷款组合构成,这些贷款执行的是低于当前市场水平的固定利率或变动缓慢的利率。因此,我们最乐观的猜测是,互助储蓄的盈利将从 1979 年的创纪录水平急剧下降。
路易斯·文森蒂,一位早已过了正常退休年龄的首席执行官,多年来一直非常出色地引导着互助储蓄——无论是在我们收购前还是收购后——而且他并非总是沿着行业里其他人选择的常规路线走。他的偏离路线表现为低成本、低信贷损失以及高资本负债比,在他任期内净资产大幅增长。在文森蒂先生兼具谨慎与创新的管理风格下,我们期望互助储蓄能继续妥善应对所有挑战,包括我们预计在 1980 年将遇到的困难。
1980 年 3 月 25 日,就在这份报告和这封信即将付印时,互助储蓄与吉姆·沃尔特公司旗下的布伦特伍德储蓄贷款协会签订了一份合同,规定出售互助储蓄除总部办公室及计划在对街开设的一个卫星办事处之外的所有营业网点。合同的最终签署还需获得监管部门的批准。根据合同条款,互助储蓄将转移约 3 亿美元的分支机构存款净额,以及等额的、作为冲销的抵押贷款,并将出售实物资产。出售实物资产将实现约 500 万美元的税前收益,但转出的抵押贷款利率将高于留存的抵押贷款利率。预计在交易完成后:(a)互助储蓄总资产中现金及等价物的占比将提高;(b)其抵押贷款组合的平均收益率将显著下降;(c)其整体财务杠杆将降低。在交易完成前后,互助储蓄可能会对其投资进行调整,从而产生亏损,这部分或全部抵消出售分支机构所得的应税利润;不过,我们目前没有进行此类交易的计划。此次出售是否会使未来的盈利高于或低于原本可能达到的水平,将取决于目前无法预测的因素,包括未来的利率以及影响储蓄机构的法律法规的变化。拟议中的出售反映了互助储蓄希望对其业务进行重组的意愿,而它将继续从事储蓄贷款业务。
MUTUAL SAVINGS AND LOAN ASSOCIATION Our equity in net income of our 80%-owned subsidiary, Mutual Savings, increased to $6,795,000, a new record, compared with $6,482,000 in the previous year. However, prospects for 1980 appear poor. The entire saVings and loan industry is now required to pay much higher interest rates to hold saVings accounts while assets consist primarily of low-turnover portfolios of long-term mortgages at fixed or slowly changing rates below current market. Thus our best guess is that Mutual Savings' earnings will decline sharply from the record level of 1979. Louis Vincenti, a chief executive well past normal retirement age, has guided Mutual Savings very skillfully for many years—both before and after we acquired it—not always along the standard course chosen by others in his industry. Deviations have been toward low costs, low credit losses and high ratios of capital compared to liabilities, while net worth has grown greatly during his tenure. Under Mr. Vincenti's mix of caution and innovation we expect Mutual Savings to continue to cope well with all challenges, including the difficulties we expect in 1980. On March 25, 1980, just as this report and letter were going to press, Mutual Savings executed a contract with Brentwood Savings and Loan Association, a subsidiary of Jim Walter Corporation, providing for sale of all Mutual's offices except its headquarters office and a satellite thereto to be opened across the street. Closing of the contract is subject to regulatory approval. Under the terms of the contract Mutual Savings will transfer net branch office deposits (about $300,000,000), together with offsetting mortgage loans in equal amounts, and will also sell physical facilities A pre-tax gain of about $5,000,000 will be realized on the sale of physical facilities, but mortgage loans transferred will bear a higher interest rate than mortgage loans retained. It is anticipated that, after the closing: (a) a higher percentage of Mutual's total assets will consist of cash and equivalents, (b) average yield on Mutual's mortgage loans will decline significantly, and (c) Mutual's overall financial leverage will be lowered. Before or after the closing, adjustments in Mutual Savings' investments may be made, causing losses which offset part or all of any taxable profit from sale of branches; however, we do not have present plans for any such transactions. Whether, because of this sale, future earnings will be higher or lower than they otherwise would have been will depend on factors impossible now to predict, including future interest rates and future changes in laws and regulations affecting savings institutions. The proposed sale reflects a desire to restructure operations of Mutual Savings, which will continue in the savings and loan business.
精密钢铁仓储公司(PRECISION STEEL WAREHOUSE, INC.)
我们持股 80% 的精密钢铁子公司位于伊利诺伊州富兰克林公园,地处芝加哥郊区,于 1979 年 2 月 28 日以约 1500 万美元收购。它拥有一家历史悠久的钢铁服务中心业务,以及一家从事工具间用品及其自有品牌产品销售的分销子公司。在我们持股的 10 个月里,精密钢铁的经营业务贡献了 136.7 万美元的合并净利润,合并销售额为 3751 万美元。精密钢铁由大卫·希尔斯特罗姆(David Hillstrom)领导,他担任首席执行官已近 30 年。
一家钢铁服务中心业务可能让一些股东觉得,把它加进一家糖果公司(甚至这家糖果公司已经与一家储蓄贷款机构合并)有点奇怪。然而,精密钢铁与喜诗糖果有一个极为重要的共同点:一种公司上下始终关注客户利益和公平交易的文化。我们相信,这种品质——如果能在经济特征至少尚可的业务中保持——几乎总能带来良好的长期经营成果,因此我们对这家新子公司的未来持乐观态度。
互助储蓄和精密钢铁均由蓝筹印花公司通过其持有的西科金融公司(Wesco Financial Corporation)的 80% 股权控制。西科是一家公开上市公司,其股票在美国证券交易所交易。为获得更完整的信息,我们鼓励蓝筹印花股东获取西科 1979 年年报。只需将请求寄至:
西科金融公司
315 East Colorado Boulevard
Pasadena, California 91109
收件人:贝蒂·德卡德夫人(Mrs. Bette Deckard),秘书兼财务主管
PRECISION STEEL WAREHOUSE, INC. Our 80%-owned Precision Steel subsidiary, located in the outskirts of Chicago at Franklin Park, Illinois, was acquired for approximately $15 million on February 28, 1979. It owns a long-established steel service center business and a subsidiary engaged in distribution of tool room supplies and other products sold under its own brand names. Precision Steel's operating businesses contributed $1,367,000 to our consolidated net income in 1979, on combined sales of $37,510,000, in the 10 months of our ownership. Precision Steel is led by David Hillstrom, a chief executive who has served the company for almost 30 years. A steel service center business may strike some of our shareholders as a peculiar addition to a candy company, even one already joined to a savings and loan business. However, Precision Steel shares an extremely important quality with See's: a company-wide culture of constant concern for customer interests and fair dealing. We believe such quality, if maintained, in a business with at least reasonably attractive economic characteristics, will almost always produce good long-term business results and, accordingly, are optimistic about the future of our new subsidiary. Both Mutual Savings and Precision Steel are owned by Blue Chip Stamps through 80% control of Wesco Financial Corporation, a public company with shares traded on the American Stock Exchange. For more complete information, we encourage Blue Chip shareholders to obtain a copy of Wesco's 1979 annual report. Simply make your request to: Wesco Financial Corporation 315 East Colorado Boulevard Pasadena, California 91109 Attention: Mrs. Bette Deckard, Secretary & Treasurer
布法罗晚报公司
我们全资控股的子公司布法罗晚报公司于 1977 年 4 月以约 3400 万美元收购。其财务报告结果持续受到诉讼费用、折旧增加以及为让《晚报》受益于设备现代化而根据劳动合同条款进行“买断”所产生的非常费用的不利影响。受此影响,1979 年税后经营亏损为 241 万美元,而前一年的税后经营亏损较低,为 142.7 万美元。
然而,一些进展相当有利:(1)《晚报》在与一家日报竞争对手的未决诉讼中的立场,得到了纽约联邦上诉法院一致且措辞强硬的判决支持,该判决推翻了严重干扰《晚报》正常经营活动的中间禁令;(2)《晚报》周日版的发行量持续稳步上升;(3)1979 年进行的劳动合同条款“买断”预计将在未来几年大幅降低成本;(4)发起未决诉讼的竞争对手布法罗报纸的所有者,将他们的报纸卖给了明尼阿波利斯星报论坛公司,该公司随后将广告费率提高了约 10%,从而降低了前任所有者施加的定价压力——这些前任在《晚报》推出周日版后,习惯性地将广告费率上调幅度远低于通胀率。
我们现在认为,布法罗最糟糕的情况可能已经过去,但我们重述并延续这段历史,以便股东们可以自行判断。
收购时,《晚报》没有周日版。其主要竞争对手《布法罗信使快报》在周日无竞争地出版。正如我们在 1977 年和 1978 年年报中详细解释的那样,《晚报》的长期生存显然要求它创办一份周日版。(这根本毫无疑问。在美国,其他每一家在一个重要城市过度依赖仅在工作日出版,而拥有显著优势的七日竞争对手却享有周日垄断地位的日报,其最终结局无一例外都是真正的麻烦。事实上,到 1977 年为止,只有另外三家“无周日”报纸,在重要城市与“有周日”报纸竞争,并且幸存下来,尽管许多这样的“无周日”报纸曾经凭借其在工作日发行量和广告方面相对于“有周日”竞争对手的显著优势,拥有悠久的盈利历史。而自那以后,三个幸存者之一的《辛辛那提邮报》在遭受巨额亏损后,仅靠其竞争对手的恩惠,根据 1970 年《联邦报纸保护法》的要求,获得美国司法部长批准,将其吸收进一个联合经营实体才得以保全。除非出现类似政府批准的联合经营,否则另外两家幸存的“无周日”报纸,《克利夫兰新闻报》和《纽约邮报》,现在看来几乎肯定因看似不可逆转的经营亏损而注定灭亡。)在这种情况下,《晚报》于 1977 年底开始出版周日版,如果它关心自己的长期未来,这显然是它必须做的。作为回应,首次面临周日和工作日都要竞争的前景的竞争对手报纸提起了反垄断诉讼。该诉讼又导致了一些中间(即临时的、非最终的)禁令,这些禁令除其他外,在严冬条件下严重扰乱了正常的发行流程,并限制了《晚报》在报业内部常见的某些商业推广活动,而竞争对手报纸类似甚至更激进的推广行为却未被禁止。如上所述,这些中间禁令在上诉中于 1979 年被推翻。
在一致决定撤销这些禁令时,联邦上诉法院的推理是,通常旨在促进竞争的反垄断法不应通过禁止正常的推广行为(如《晚报》在推出周日版的正常竞争过程中所采用的那些行为),而被用于反竞争的目的。
当然,消除有害的中间禁令并不会自动改善《晚报》周日版的发行量和广告版面。市场上的成功,如果能够赢得的话,必须通过为客户创造理想的价值而缓慢赢得。此外,由于上诉法院无法撤销中间禁令及相关宣传对《晚报》造成的某些实质性损害,这使得取得成功变得更加困难。但尽管起步受损,一些成功正在显现。《晚报》周日版现在因其编辑上的优点而得到订户的认可,并因发行量的稳步增长而获得回报,逐渐缩小了《信使快报》周日版所享有的领先优势。这要高度赞扬《晚报》主编默里·莱特,他持续提供值得并已获得大布法罗地区更多认可的产品。1980 年 2 月,《晚报》周日版的发行量达到约 17.3 万份,高于 1979 年 2 月的约 15.6 万份,且在整个期间增长势头加速。工作日的发行量也有所增加,工作日《晚报》在读者和广告商中都继续远比工作日《信使快报》更受欢迎。
与此同时,尽管联邦上诉法院做出了有利于《晚报》的裁决,但与《信使快报》诉讼的预审程序在整个 1979 年仍在初审法院的监督下继续进行,包括与我们子公司的反诉以及针对竞争对手报纸投诉的多项辩护相关的证据开示程序,这导致了巨额的直接诉讼费用和其他间接成本与损失。受这些因素影响,我们在布法罗的报纸在 1979 年的经营业绩自然仍不令人满意。
尽管迹象相当令人鼓舞,使我们预期未来经营业绩会有所改善,但《布法罗晚报》的最终安全性仍然存疑,并且这种状况将持续很长一段时间。
证据似乎很清楚,《布法罗晚报》是布法罗最受尊敬的报纸,拥有编辑客观性、诚信和良好公民意识的传统,这是由自主的、具有社区意识的本地编辑掌控编辑部的结果。我们一直并将继续维护这种本地创造的卓越传统,以及公平对待所有报纸员工和工会的同等重要传统,他们在困难条件下忠诚而良好地工作,以帮助我们共同的企事业。但即使拥有这样的政策和地位,也不能保证长久和繁荣的未来。如果诉讼继续,并且如果竞争报纸成功地以某种方式改变了联邦上诉法院所阐述的法律,并获得了它所寻求的那种禁令,或者如果任何长期罢工迫使《布法罗晚报》停刊,它很可能被迫停止运营并进行清算,其税后成本可能超过 1000 万美元。我们认为这两种可能导致永久关闭的情况都不太可能发生,但相信我们的股东应该意识到这种风险。
随着风险的消退,应该强调的是,《晚报》仍然是一项宝贵的资产,其新闻业习惯应使其在持续的竞争中表现出色。
在其长期主编阿尔弗雷德·H·基尔希霍夫(他 87 岁高龄仍每天来《晚报》上班)的领导下,该报形成了许多大大小小的良好实践,这增加了我们的乐观情绪。例如,在记者中,它因强烈要求《晚报》报道中的姓名(包括中间名首字母)必须始终完全正确而闻名。“如果你连读者的名字都搞不对,”基尔希霍夫问道,“他凭什么相信你报道的其他任何事情都是正确的?”据说,一个机构往往是一个人的拉长了的影子。这在《晚报》似乎确实如此,我们认为默里·莱特是基尔希霍夫的合适继任者,他在不断改进报纸的同时,保留了基尔希霍夫的基本价值体系。
在蓝筹印花公司,我们部分从事着试图投资于正确类型的人的拉长影子的业务。我们认为我们在布法罗做到了这一点,并且随着时间的推移,通过培育一种准确、以读者为导向、不太可能过时的新闻业,我们可能会获得更好的财务结果。
我们发现布法罗局势的一个方面确实令人恼火。可能是因为竞争对手报纸的前所有者最近出售了它,而且我们厌恶经营亏损对于所有观察者来说都如此明显,我们偶尔受到传言困扰,说我们打算出售《布法罗晚报》。我们无意出售,也不会出售。我们的政策是改进并持有。
BUFFALO EVENING NEWS, INC. Our 100%-owned subsidiary, Buffalo Evening News, Inc., was acquired in April 1977 for approximately $34 million. Its reported financial results continue to be adversely affected by litigation expenses, increased depreciation and extraordinary expenses of "buy-outs" from labor contract provisions made in order to allow the News to benefit from equipment modernization. So affected, the after-tax operating loss was $2,410,000 in 1979, compared with a lower aftertax operating loss of $1,427,000 in the previous year. However, some developments were quite favorable: (1) The position of the News in pending litigation with a daily newspaper competitor was supported by a unanimous and strongly worded decision of the Federal Court of Appeals in New York, reversing interlocutory injunctions which had interfered greatly with normal competitive operation of the News; (2) Circulation of the Sunday edition of the News has been rising steadily; (3) The "buy-outs" of labor contract provisions made in 1979 are expected to cause substantial cost reductions in following years; and (4) The owners of the competing Buffalo newspaper, who were responsible for commencing the pending litigation, sold their newspaper to the Minneapolis Star and Tribune Company, which shortly thereafter raised advertising rates by about 10%, thus reducing the pricing pressure applied by the previous owners who made a practice, after initiation of the News' Sunday edition, of increasing advertising rates by amounts far below inflation rates. We now believe that the worst may be behind us in Buffalo, but we retell and extend the history so that shareholders can make their own judgments. The News had no Sunday edition when acquired. The principal competitor, the Buffalo Courier-Express, published without opposition on Sundays. As we explained in detail in our 1977 and 1978 annual reports, the long-term survival of the News clearly required that it inaugurate a Sunday edition. (Of that there was simply no question. Real trouble has been the invariable eventual outcome for every other daily newspaper in the United States which relied overlong, in an important city, exclusively on weekday publication while a significant seven-day competitor enjoyed a Sunday monopoly. In fact, only three other "no-Sunday" papers, competing against such "with-Sunday" papers in important cities, survived as late as 1977, even though many such "no-Sunday" papers once had long histories of profitability derived from dramatic advantages in weekday circulation and advertising over their "with-Sunday" competitors. And since then one of the three survivors, the Cincinnati Post, has been preserved, after incurring huge losses, only through the grace of its competitor's absorbing it into a joint operation with approval of the U. S. Attorney General as required by the Federal Newspaper Preservation Act of 1970. Unless similar government-blessed joint operations occur, the other two surviving "no-Sunday" papers, the Cleveland Press and the New York Post. now appear almost surely doomed by apparently irreversible operating losses.) Under such circumstances, the News commenced publishing Sundays late in 1977, as it plainly had to do if it cared at all about its long-term future. In response, an antitrust lawsuit was filed by the competing paper which for the first time faced the prospect of competition on Sundays as well as weekdays. The lawsuit, in turn, resulted in some interlocutory (i.e., temporary and not final) injunctions which, among other things, created severe disruptions in normal circulation procedures under midwinter conditions and restricted certain business promotion practices of the News, commonplace within the newspaper industry, while similar but more aggressive practices of the competing paper were not prohibited. As above set forth, these interlocutory injunctions were reversed on appeal in 1979. In its unanimous decision for reversal of the injunctions, the Federal Court of Appeals reasoned that the generally procompetitive antitrust laws should not be used in an anti-competitive fashion by enjoining normal promotional practices, such as those used by the News, in the course of normal competition such as inauguration of a Sunday edition. Of course, elimination of the harmful interlocutory injunctions does not automatically improve circulation and advertising lineage of the News' Sunday edition. Success in the market has to be won slowly, if it can be won at all, through creating a desirable value for customers. Moreover, achieving success has been made more difficult by the fact that it was beyond the power of the appellate court to reverse certain material damages to the News caused by the interlocutory injunctions and accompanying publicity. But some success is occurring despite the damaged beginning. The News' Sunday edition is now being recognized by subscribers for editorial merit and is being rewarded by a steady circulation growth, tending to close the lead enjoyed by the Sunday Courier-Express. Great credit must be given to Murray Light, Editor of the News, for consistent delivery of a product which deserves and has received increased acceptance by the Greater Buffalo community. The circulation of the News' Sunday edition reached approximately 173,000 copies in February, 1980, up from approximately 156,000 copies in February, 1979, with strength accelerating throughout the period. On weekdays circulation has also increased, and the weekday News continues to be greatly preferred to the weekday Courier-Express by both readers and advertisers. Meanwhile, notwithstanding the decision in favor of the News by the Federal Court of Appeals, pre-trial proceedings in the ligitation with the Courier-Express have continued under supervision of the trial court through 1979, including discovery proceedings related to both a counterclaim by our subsidiary and a number of defenses against the competing paper's complaint, causing heavy direct litigation expenses and other indirect costs and detriments. Influenced by these factors, operating results at our Buffalo newspaper quite naturally remained unsatisfactory in 1979. And even though signs are quite encouraging, causing us to anticipate better operating results in the future, the ultimate security of the Buffalo Evening News remains in doubt, as it will for a very extended period. The evidence seems clear that the Buffalo Evening News is by far the most respected newspaper in Buffalo, with a tradition of editorial objectivity and integrity and good citizenship, the result of editorial control of autonomous, community-minded local editors. We have maintained and will continue to maintain this tradition of locally created excellence, as well as an equally important tradition of fair dealing with all newspaper employees and unions, who have performed loyally and well to help protect our common enterprise under difficult conditions. But even with such policies and position a long and prosperous future is not guaranteed. If the litigation continues and if the competing paper succeeds in somehow changing the law as enunciated by the Federal Court of Appeals and in obtaining the kinds of injunctions it is seeking, or if any extended strike shuts down the Buffalo Evening News, it will probably be forced to cease operations and liquidate, at an after-tax cost which could exceed $10 million. We don't think either of the possible causes for permanent closedown is likely to occur but believe our shareholders should be made aware of the hazard. And as the hazard recedes, it should be emphasized that the News remains a valuable asset, with journalistic habits which should serve it well in the continuing competition. Under its long-time editor, Alfred H. Kirchhofer, who still comes to the News every day at age 87, the paper developed many desirable practices, large and small, which contribute to our optimism. For instance, it became well known among journalists for the intensity with which'it insisted that names, including middle initials, always be exactly correct in News' stories. "If you don't get the reader's own name right," asked Kirchhofer, "why should he believe you are correct in whatever else you report?" It is said that an institution is often the lengthened shadow of a single man. That seems to be true at the News where we regard Murray Light as a fit successor to Kirchhofer, preserving his basic value system while continuing to improve the paper. At Blue Chip Stamps we are in part engaged in the business of trying to invest in the lengthened shadows of the right sort of people. We think we did so in Buffalo and that better financial results will probably be obtained in due course as we earn such results through nurture of a type of accurate, reader-oriented journalism unlikely to go out of style. We do find quite irritating one aspect of the situation in Buffalo. Possibly because of the recent sale of the competing paper by its former owners and because our distaste for operating losses is so obvious to all observers, we are plagued by occasional rumors that we intend to sell the Buffalo Evening News. We do not intend to sell and will not sell. Our policy is to improve and hold.
促销服务业务及其他收入
去年,我们合并净利润的最后组成部分来自:(1)促销服务业务(主要是印花和激励业务)的收益,扣除利息及其他母公司一般费用后的部分,加上(2)我们在西科金融持有的证券和房地产(不包括其子公司的储蓄贷款和钢铁服务业务)中所占的收益份额,扣除利息及其他西科一般公司费用后的部分。
在扣除母公司利息及其他一般费用和税收之后,促销服务业务去年的利润略有下降,从 248.8 万美元降至 239.2 万美元,其收益计算(正确地)将因已发行但尚未赎回的印花形成的“浮存金”进行投资所获得的全部收入(股息和利息,加上股息带来的所得税收益,以及证券收益)都计入了该业务。利润下降归因于利息支出增加。
印花服务收入去年小幅下降至 1596.7 万美元,而前一年为 1653.1 万美元。激励业务收入则从 379.1 万美元大幅下降至 231 万美元。
在我们的印花业务中,由于过去发行量远高于当前水平的印花所形成的“浮存金”,相对于当前的发行量来说规模巨大。(印花收入在 1970 财年达到顶峰,为 1.2418 亿美元,而我们 1979 年的收入为 1596.7 万美元,较峰值下降了 87%。)最终,除非印花发行量有所改善,否则投资“浮存金”获得的收益将大幅减少。不过,近年来的下降速度极其缓慢,而且我们估计的未来赎回负债在 1979 年实际上还略有增加,前一年也是如此,在 1979 年底为 6752.4 万美元。
正如我们在以往年报(尤其是 1976 财年年报)中详细讨论过的那样(我们敦促股东们去查阅),在任何情况下,对印花赎回负债的会计处理(涉及估计最终将被赎回的印花数量以及每枚印花的成本)都是一个困难的过程,在通胀经济下以及印花发行量大幅下降时尤其如此。我们会根据情况的变化,定期修订我们对未来赎回负债的估计。
我们打算继续留在印花业务领域。我们目前的许多客户,在我们的印花服务帮助下,经营着异常成功的超市和其他业务,我们相信,只要有机会,我们也能为新客户提供非常有用的服务。
还有一项内容增加了我们的合并净利润。我们在西科金融持有的证券和房地产(不包括其子公司的储蓄贷款和钢铁服务业务)中所占的收益份额,包括证券收益,但扣除利息及其他西科一般公司费用后,1979 年为 138.5 万美元,而前一年为 93.5 万美元。
PROMOTIONAL SERVICES BUSINESS AND OTHER INCOME The final components of our consolidated net income last year were provided by (1) earnings from our promotional services (mainly trading stamp and motivation) business, after deduction of interest and other general parent company expense, plus (2) our share of earnings, after deduction of interest and other Wesco general corporate expense, from securities and real estate held by Wesco outside the savings and loan and steel service activities of its subsidiaries. The promotional services business operated at a slightly decreased profit, after parent company interest and other general expense and taxes, last year, down from $2,488,000 to $2,392,000, after (properly) giving it credit for the entire income (dividends and interest, plus income tax benefits caused by dividends, plus securities gains) from investment of the funds available through "float" caused by trading stamps issued but not yet redeemed. The decrease in profit was attributable to increased interest expense. Trading stamp service revenues decreased by a minor amount to $15,967,000 last year compared with $16,531,000 in the previous year. Motivation business revenues decreased substantially from $3,791,000 to $2,310,000. In our trading stamp business our "float"—resulting from past issuance of trading stamps when volume was many times greater than the current level—is large in relation to current issuances. (Trading stamp revenues peaked at $124,180,000 in fiscal 1970, and our 1979 revenues of $15,967,000 therefore represented a decline of 87% from peak volume.) Eventually, unless stamp issuances improve, earnings from investing "float" will decline greatly. The decline in recent years, however, has proceeded at an extremely slow rate, and our estimated future redemption liability actually increased by a tiny amount in 1979, as it also did in the previous year, and was $67,524,000 at yearend 1979. As discussed extensively in previous annual reports (particularly for fiscal 1976), which we urge shareholders to review, accounting for trading stamp redemption liability (Which involves estimating the number of stamps that will ultimately be redeemed and the cost per stamp) is a difficult process under any circumstances, but particularly so in an inflationary economy and when stamp issuances decline by a large percentage. We periodically revise our estimated future redemption liability as conditions warrant. We intend to remain in the trading stamp business. Many of our present customers, aided by our stamp service, operate unusually successful supermarkets and other businesses, and we believe that, given the opportunity, we can also provide very useful service to new customers. One final item augments our consolidated net income. Our share of earnings, including securities gains but after deduction of interest and other Wesco general corporate expense, from securities and real estate held by Wesco outside the savings and loan and steel service activities of its subsidiaries. amounted to $1,385,000 in 1979, compared with $935,000 in the previous year.
平克顿公司
1979 年底,我们持有平克顿公司(Pinkerton's, Inc.)34% 的普通股(无投票权),该公司是全美领先的安保与调查服务公司。我们的总投资成本为 2336.4 万美元。只有从平克顿收到的股息计入我们的报告收益。
PINKERTON'S, INC. At yearend 1979 we owned non-voting stock representing 34% of the equity in Pinkerton's, Inc., the leading national security and investigation service company. Our total investment at cost was $23,364,000. Only the dividends we receive from Pinkerton's are included in our reported income.
合并资产负债表及其他数据
我们的合并资产负债表依然保持着与其净资产支撑着大量对外承诺的业务相匹配的雄厚实力。如随附财务报表附注 4 所述,截至 1979 年 12 月 29 日,我们有价证券的市值总额高于其成本总额,而到 1980 年 3 月 17 日,两者大致相当。
去年,我们为合并资产负债表增加了 2500 万美元的长期债务,这是由我们持股 80% 的西科金融子公司公开发行的 12 年期利率 10 1/8% 的票据,用于支付收购精密钢铁公司的款项,并预作其他需求。不过,即使发行了这些长期票据,我们的总债务与总净资产及总流动资产相比,仍处于保守水平。
一份题为“主要业务活动”的说明和一份五年期“经营摘要”从第 7 页开始呈现,其后是附注以及管理层对摘要的讨论与分析。我们诚邀您仔细关注这些内容以及我们的经审计财务报表。
CONSOLIDATED BALANCE SHEET AND OTHER DATA Our consolidated balance sheet retains a strength befitting a company whose consolidated net worth supports large outstanding promises to others. As explained in Note 4 to the accompanying financial statements, the aggregate market value of our marketable securities was higher than their aggregate cost at December 29, 1979 and approximately equal to such cost at March 17, 1980. We did add $25,000,000 in long-term debt to our consolidated balance sheet last year, representing 12-year 10 1/8% notes sold in a public issue by our 80%-owned Wesco Financial Corporation subsidiary to pay for the Precision Steel acquisition and in anticipation of other needs. However, even after this issue of long-term notes, we remain in a conservative position when total debt is compared to total net worth and total liquid assets. A section entitled "Principal Business Activities" and a "Summary of Operations" for a five-year period are presented beginning on page 7, followed by notes and management's discussion and analysis of the summary. We invite your careful attention to those items and to our audited financial statements.
回顾与展望
上个十年开始时,我们只有一家单打独斗的生意——印花交易,这注定要下滑 87%,再加上一批有价证券,用来对冲印花赎回负债,这批证券是前任管理层挑选的,要是持有至今,就会是一场彻头彻尾的灾难。(比如,组合里包含了大量期限极长、票息极低、且发行机构信用评级不断下滑的市政债券。)从这样摇摇欲坠的起点出发,公司这些年来居然还能在股东权益上取得平均约 15% 的年收益率,尽管这一收益会上下波动。15% 的回报虽然算不上出类拔萃,但在我们这样保守的资产负债表基础上,又是从那样糟糕的起点起步,能做到这样已经相当不错了。
到目前为止,1980 年代看起来至少会和 1970 年代一样充满挑战,但我们期望像过去十年那样,利用我们资产负债表上的实力,在未来十年里收购更多生意,并且我们希望能从股东的投资中获得更高的平均回报率。我们寄望于更高回报的一个原因,是我们认识到,在刚刚过去的十年里,我们在实现 15% 的净资产收益率的过程中,犯下了多少错误。决策质量还有很大的提升空间,只要可能,我们就会努力改进。
然而,如果目前的通货膨胀在整个 1980 年代继续保持两位数的水平,即便我们以年度利润占股东权益的百分比来衡量,在美国公司中排名靠前,我们的股东的实际投资回报也可能会令人失望。比如说,如果通胀率是 16%,或者哪怕是 11%,同时还要扣除那些为了在购买力跑步机上原地踏步而不得不申报应税“利润”的股东所缴纳的所得税,那么 16% 的净资产收益率对股东的实际意义显然不大。我们提醒股东这句大实话,是因为我们希望股东知道,我们并没有被历史表观上令人满意的数字所迷惑,从而误以为一切安好。在我们看来,始终站在股东实际利益角度思考的习惯,或许最终会在我们的管理工作中创造出某种正向的附加值。
此致,
查理·T·芒格
董事会主席
A LOOK BACK AND A LOOK AHEAD We began the last decade with a single business, trading stamps, which was destined to decline by 87%, and a portfolio of securities, offsetting stamp redemption liabilities, which had been selected by previous owners and would have created a perfect disaster if held through to the present time. (The portfolio, for instance, contained a substantial amount of very-long-term, low-coupon municipal bonds of issuers with declining credit ratings.) Starting with this shaky foundation, the Company has managed to earn an average, although fluctuating, return of about 15% per annum on its stockholders' equity over the years. The 15% return, while not outstanding, is respectable when achieved with a balance sheet position as conservative as ours and from such a poor starting position. So far, the 1980s appear likely to present at least as many challenges as the 1970s, but we expect to use our balance sheet strength over the next 10 years, as we did in the last 10 years, to acquire additional businesses, and we hope to earn, on average, an even higher percentage return on our shareholders' investment. One cause of our hope for a higher return is our recognition of how many mistakes we made in the course of earning 15% on equity in the decade just past. There is plenty of room for improved decision-making, and we intend to improve if we can. However, if the present inflation continues at double-digit rates through the 1980s, real investment returns for our shareholders may well be disappointing, even if we rank well among American corporations in terms of annual earnings expressed as a percentage of shareholders' equity. A 16% return on equity, for instance, obviously won't do much in real terms for shareholders if the inflation rate is 16%, or even 11% when we also allow for income taxes imposed on owners who must report taxable "profits" while only maintaining their position on the purchasing-power treadmill. We remind shareholders of this truism because we want them to know that we are not deluded by historically satisfactory numbers into believing all is well for them. It seems likely to us that a habit of always thinking about shareholders' interests in real terms may ultimately create some sort of plus factor in our stewardship. Cordially yours, Charles T. Munger, Chairman of the Board
唐纳德·A·凯佩尔,总裁
1980 年 3 月 25 日
Donald A. Koeppel, President March 25, 1980