UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarterly Period Ended June 30, 2004
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 1-5581
I.R.S. Employer Identification Number 59-0778222
WATSCO, INC.
(a Florida Corporation)
2665 South Bayshore Drive, Suite 901
Coconut Grove, Florida 33133
Telephone: (305) 714-4100
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 ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). YES x NO ¨
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date: 22,941,100 shares of the Companys Common Stock ($.50 par value), excluding treasury shares of 5,374,750 and 3,738,835 shares of the Companys Class B Common Stock ($.50 par value), excluding treasury shares of 48,263 were outstanding as of July 31, 2004.
WATSCO, INC. AND SUBSIDIARIES
Index to Quarterly Report on Form 10-Q
| Page | ||||||
| PART I. |
FINANCIAL INFORMATION | |||||
| Item 1. |
Condensed Consolidated Financial Statements | |||||
| Condensed Consolidated Balance Sheets June 30, 2004 (Unaudited) and December 31, 2003 | 3 | |||||
| Condensed Consolidated Statements of Income (Unaudited) Quarter and Six Months Ended June 30, 2004 and 2003 | 4 | |||||
| Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, 2004 and 2003 | 5 | |||||
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 6 | |||||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations | 11 | ||||
| Item 3. |
Quantitative and Qualitative Disclosures About Market Risk | 18 | ||||
| Item 4. |
Controls and Procedures | 19 | ||||
| PART II. |
OTHER INFORMATION |
|||||
| Item 1. |
Legal Proceedings | 19 | ||||
| Item 2. |
Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities | 19 | ||||
| Item 4. |
Submission of Matters to a Vote of Security Holders | 20 | ||||
| Item 6. |
Exhibits and Reports on Form 8-K | 20 | ||||
| 21 | ||||||
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PART I. FINANCIAL INFORMATION
| Item 1. | Condensed Consolidated Financial Statements |
WATSCO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 2004 and December 31, 2003
(In thousands, except per share data)
| June 30, 2004 |
December 31, 2003 |
|||||||
| (Unaudited) | ||||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 16,548 | $ | 36,339 | ||||
| Accounts receivable, net |
174,123 | 137,678 | ||||||
| Inventories |
243,297 | 194,267 | ||||||
| Other |
11,998 | 9,244 | ||||||
| Total current assets |
445,966 | 377,528 | ||||||
| Property and equipment, net |
20,396 | 22,066 | ||||||
| Goodwill |
132,544 | 130,412 | ||||||
| Other |
3,559 | 5,089 | ||||||
| $ | 602,465 | $ | 535,095 | |||||
| LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
| Current liabilities: |
||||||||
| Current portion of long-term obligations |
$ | 10,104 | $ | 172 | ||||
| Accounts payable |
113,079 | 76,526 | ||||||
| Accrued liabilities |
36,430 | 31,305 | ||||||
| Total current liabilities |
159,613 | 108,003 | ||||||
| Long-term obligations: |
||||||||
| Borrowings under revolving credit agreement |
30,000 | 30,000 | ||||||
| Long-term notes |
20,000 | 30,000 | ||||||
| Other debt, net of current portion |
125 | 153 | ||||||
| Total long-term obligations |
50,125 | 60,153 | ||||||
| Deferred income taxes and other liabilities |
5,357 | 6,070 | ||||||
| Commitments and contingencies (Note 11) |
||||||||
| Shareholders equity: |
||||||||
| Common Stock, $.50 par value |
14,146 | 14,031 | ||||||
| Class B Common Stock, $.50 par value |
1,896 | 1,838 | ||||||
| Paid-in capital |
233,933 | 226,363 | ||||||
| Unearned compensation related to outstanding restricted stock |
(15,404 | ) | (12,294 | ) | ||||
| Accumulated other comprehensive loss, net of tax |
(1,466 | ) | (2,075 | ) | ||||
| Retained earnings |
220,599 | 199,340 | ||||||
| Treasury stock, at cost |
(66,334 | ) | (66,334 | ) | ||||
| Total shareholders equity |
387,370 | 360,869 | ||||||
| $ | 602,465 | $ | 535,095 | |||||
See accompanying notes to condensed consolidated financial statements.
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WATSCO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Quarter and Six Months Ended June 30, 2004 and 2003
(In thousands, except per share data)
(Unaudited)
| Quarter Ended June 30, |
Six Months Ended June 30, | |||||||||||
| 2004 |
2003 |
2004 |
2003 | |||||||||
| Revenue |
$ | 372,636 | $ | 340,516 | $ | 651,351 | $ | 597,914 | ||||
| Cost of sales |
276,538 | 256,172 | 483,806 | 449,784 | ||||||||
| Gross profit |
96,098 | 84,344 | 167,545 | 148,130 | ||||||||
| Selling, general and administrative expenses |
63,841 | 61,468 | 123,499 | 117,700 | ||||||||
| Operating income |
32,257 | 22,876 | 44,046 | 30,430 | ||||||||
| Interest expense, net |
1,159 | 1,565 | 2,314 | 3,077 | ||||||||
| Income before income taxes |
31,098 | 21,311 | 41,732 | 27,353 | ||||||||
| Income taxes |
11,711 | 7,885 | 15,716 | 10,121 | ||||||||
| Net income |
$ | 19,387 | $ | 13,426 | $ | 26,016 | $ | 17,232 | ||||
| Earnings per share: |
||||||||||||
| Basic |
$ | 0.76 | $ | 0.54 | $ | 1.02 | $ | 0.69 | ||||
| Diluted |
$ | 0.72 | $ | 0.52 | $ | 0.97 | $ | 0.67 | ||||
| Weighted average shares and equivalent shares used to calculate earnings per share: |
||||||||||||
| Basic |
25,455 | 25,016 | 25,384 | 25,069 | ||||||||
| Diluted |
26,920 | 25,786 | 26,821 | 25,787 | ||||||||
See accompanying notes to condensed consolidated financial statements.
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WATSCO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2004 and 2003
(In thousands)
(Unaudited)
| 2004 |
2003 |
|||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | 26,016 | $ | 17,232 | ||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: |
||||||||
| Depreciation and amortization |
3,383 | 3,297 | ||||||
| Amortization of unearned compensation |
722 | 433 | ||||||
| Provision for doubtful accounts |
752 | 1,729 | ||||||
| Tax benefit from exercise of stock options |
947 | 115 | ||||||
| Other, net |
(108 | ) | 186 | |||||
| Changes in operating assets and liabilities, net of effects of acquisitions: |
||||||||
| Accounts receivable |
(35,961 | ) | (35,260 | ) | ||||
| Inventories |
(48,004 | ) | (30,769 | ) | ||||
| Accounts payable and accrued liabilities |
36,248 | 43,961 | ||||||
| Other, net |
2,721 | 11,244 | ||||||
| Net cash provided by (used in) operating activities |
(13,284 | ) | 12,168 | |||||
| Cash flows from investing activities: |
||||||||
| Business acquisitions, net of cash acquired |
(3,105 | ) | (18,798 | ) | ||||
| Capital expenditures |
(1,823 | ) | (1,816 | ) | ||||
| Proceeds from sale of property and equipment |
310 | 100 | ||||||
| Purchase of minority interest in consolidated subsidiary |
| (1,294 | ) | |||||
| Net cash used in investing activities |
(4,618 | ) | (21,808 | ) | ||||
| Cash flows from financing activities: |
||||||||
| Common stock dividends |
(4,711 | ) | (2,059 | ) | ||||
| Net repayments of other debt |
(96 | ) | (73 | ) | ||||
| Purchase of treasury stock |
| (3,094 | ) | |||||
| Net proceeds from issuances of common stock |
2,918 | 1,290 | ||||||
| Net cash used in financing activities |
(1,889 | ) | (3,936 | ) | ||||
| Net decrease in cash and cash equivalents |
(19,791 | ) | (13,576 | ) | ||||
| Cash and cash equivalents at beginning of period |
36,339 | 25,880 | ||||||
| Cash and cash equivalents at end of period |
$ | 16,548 | $ | 12,304 | ||||
See accompanying notes to condensed consolidated financial statements.
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WATSCO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(In thousands, except share data)
(Unaudited)
| 1. | Basis of Presentation |
The accompanying condensed consolidated balance sheet as of December 31, 2003, which has been derived from the audited consolidated financial statements, and the June 30, 2004 unaudited interim condensed consolidated financial statements of Watsco, Inc. and its subsidiaries (collectively, the Company or Watsco), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to those rules and regulations, although the Company believes the disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation have been included in the condensed consolidated financial statements herein. Certain reclassifications have been made to prior year consolidated financial statements to conform to the current year presentation. These reclassifications had no effect on net income. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in the December 31, 2003 Annual Report on Form 10-K. All dollar amounts are expressed in thousands, except for share and per share data.
The results of operations for the quarter and six months ended June 30, 2004 are not necessarily indicative of the results to be expected for the year ending December 31, 2004. Sales of residential central air conditioners, heating equipment and parts and supplies distributed by the Company have historically been seasonal with revenue generally increasing during the months of May through August. Demand related to the residential central air conditioning replacement market is highest in the second and third quarters.
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates include valuation reserves for accounts receivable, inventory and income taxes, reserves for self-insurance and valuation of goodwill. Actual results could differ from those estimates.
| 2. | Cash and Cash Equivalents |
The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. In addition to cash, the Companys cash equivalents include municipal securities with put options of 7 days or less. The Company considers such investments to be cash equivalents for purposes of the condensed consolidated balance sheets. At June 30, 2004 and December 31, 2003, the Company held $3,830 and $17,000, respectively, in such municipal securities. No individual municipal security equaled or exceeded 1% of total assets and such securities are investment grade and collateralized by a letter of credit issued by the remarketing agent.
| 3. | Stock-Based Compensation |
The Company applies the intrinsic value-based method of accounting prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations, in accounting for its stock options under fixed plans. As such, compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based CompensationTransition and Disclosurean amendment of FASB Statement No. 123, established preferred accounting and mandatory disclosure requirements using a fair value-based method of accounting for stock-based employee compensation plans. As allowed by SFAS No. 123, the Company has elected to continue to apply the intrinsic value-based method of accounting described above and has adopted the disclosure requirements of SFAS No. 123 and SFAS No. 148. Had compensation cost for the Companys stock-based compensation plans been determined based on
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the fair value method at the grant dates for awards under the stock option plans and purchases under the employee stock purchase plan consistent with the Black-Scholes option method of SFAS No. 123, the Companys pro forma net income and earnings per share would be as follows for the quarter and six months ended June 30, 2004 and 2003:
| Quarter Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
| Net income, as reported |
$ | 19,387 | $ | 13,426 | $ | 26,016 | $ | 17,232 | ||||||||
| Stock-based compensation expense included in net income, net of tax |
249 | 148 | 450 | 273 | ||||||||||||
| Stock-based compensation expense determined under the fair value-based method, net of tax |
(727 | ) | (914 | ) | (1,428 | ) | (1,685 | ) | ||||||||
| Net income, pro forma |
$ | 18,909 | $ | 12,660 | $ | 25,038 | $ | 15,820 | ||||||||
| Basic earnings per share: | ||||||||||||||||