UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
ý |
|
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 28, 2004
or
|
o |
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission file number 1-11499
WATTS WATER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
04-2916536 |
|
(State of incorporation) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
|
815 Chestnut Street, North Andover, MA |
|
01845 |
|
(Address of principal executive offices) |
|
(Zip Code) |
|
|
|
|
|
Registrant’s telephone number, including area code: (978) 688-1811 |
||
|
|
|
|
|
|
|
|
|
(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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
|
Class |
|
Outstanding at April 23, 2004 |
|
|
|
|
|
|
|
Class A Common Stock, $.10 par value |
|
24,789,410 |
|
|
|
|
|
|
|
Class B Common Stock, $.10 par value |
|
7,471,700 |
|
WATTS WATER TECHNOLOGIES, INC. AND SUBSIDIARIES
INDEX
|
|
|||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
Consolidated Balance Sheets at March 28, 2004 and December 31, 2003 (unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
||
WATTS WATER TECHNOLOGIES, INC. AND SUBSIDIARIES
(Amounts in thousands, except share information)
(Unaudited)
|
|
|
March 28, |
|
December 31, |
|
||
|
ASSETS |
|
|
|
|
|
||
|
CURRENT ASSETS: |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
120,552 |
|
$ |
149,361 |
|
|
Trade accounts receivable, less allowance for doubtful accounts of $7,988 at March 28, 2004 and $7,772 at December 31, 2003 |
|
153,884 |
|
136,064 |
|
||
|
Inventories, net: |
|
|
|
|
|
||
|
Raw materials |
|
43,595 |
|
41,998 |
|
||
|
Work in process |
|
24,142 |
|
24,348 |
|
||
|
Finished goods |
|
105,469 |
|
90,253 |
|
||
|
Total Inventories |
|
173,206 |
|
156,599 |
|
||
|
Prepaid expenses and other assets |
|
13,818 |
|
8,500 |
|
||
|
Deferred income taxes |
|
23,320 |
|
23,552 |
|
||
|
Assets held for sale |
|
1,872 |
|
1,938 |
|
||
|
Assets of discontinued operations |
|
4,050 |
|
4,460 |
|
||
|
Total Current Assets |
|
490,702 |
|
480,474 |
|
||
|
PROPERTY, PLANT AND EQUIPMENT: |
|
|
|
|
|
||
|
Property, plant and equipment, at cost |
|
289,306 |
|
284,250 |
|
||
|
Accumulated depreciation |
|
(145,694 |
) |
(138,539 |
) |
||
|
Property, plant and equipment, net |
|
143,612 |
|
145,711 |
|
||
|
OTHER ASSETS: |
|
|
|
|
|
||
|
Goodwill |
|
188,870 |
|
184,901 |
|
||
|
Other |
|
31,928 |
|
27,557 |
|
||
|
TOTAL ASSETS |
|
$ |
855,112 |
|
$ |
838,643 |
|
|
|
|
|
|
|
|
||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: |
|
|
|
|
|
||
|
Accounts payable |
|
$ |
75,914 |
|
$ |
74,068 |
|
|
Accrued expenses and other liabilities |
|
63,210 |
|
55,252 |
|
||
|
Accrued compensation and benefits |
|
16,976 |
|
18,466 |
|
||
|
Current portion of long-term debt |
|
60,640 |
|
13,251 |
|
||
|
Liabilities of discontinued operations |
|
11,771 |
|
11,302 |
|
||
|
Total Current Liabilities |
|
228,511 |
|
172,339 |
|
||
|
LONG-TERM DEBT, NET OF CURRENT PORTION |
|
135,073 |
|
179,061 |
|
||
|
DEFERRED INCOME TAXES |
|
15,384 |
|
15,978 |
|
||
|
OTHER NONCURRENT LIABILITIES |
|
24,720 |
|
25,588 |
|
||
|
MINORITY INTEREST |
|
9,461 |
|
9,286 |
|
||
|
|
|
|
|
|
|
||
|
STOCKHOLDERS’ EQUITY: |
|
|
|
|
|
||
|
Preferred Stock, $.10 par value; 5,000,000 shares authorized; no shares issued or outstanding |
|
— |
|
— |
|
||
|
Class A Common Stock, $.10 par value; 80,000,000 shares authorized; 1 vote per share; issued and outstanding: 24,789,410 shares at March 28, 2004 and 24,459,121 shares at December 31, 2003 |
|
2,479 |
|
2,446 |
|
||
|
Class B Common Stock, $.10 par value; 25,000,000 shares authorized; 10 votes per share; issued and outstanding: 7,471,700 shares at March 28, 2004 and 7,605,224 shares at December 31, 2003 |
|
747 |
|
761 |
|
||
|
Additional paid-in capital |
|
135,603 |
|
132,983 |
|
||
|
Retained earnings |
|
295,123 |
|
286,396 |
|
||
|
Accumulated other comprehensive income |
|
8,011 |
|
13,805 |
|
||
|
Total Stockholders’ Equity |
|
441,963 |
|
436,391 |
|
||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUI | |||||||