Form 10-Q
Table of Contents

 

 

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 March 31, 2014

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

 

 

 

LOGO

WATSCO, INC.

(a Florida Corporation)

 

 

2665 South Bayshore Drive, Suite 901

Miami, 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 has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YES  x    NO  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ¨    NO  x

The number of shares of each class of our common stock outstanding as of April 25, 2014 was (i) 30,094,577 shares of Common stock, $0.50 par value per share, excluding 6,322,650 treasury shares, and (ii) 4,870,071 shares of Class B common stock, $0.50 par value per share, excluding 48,263 treasury shares.

 

 

 


Table of Contents

WATSCO, INC. AND SUBSIDIARIES

 

 

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

 

     Page No.  

PART I. FINANCIAL INFORMATION

  

Item 1.

 

Condensed Consolidated Unaudited Financial Statements

  
 

Condensed Consolidated Unaudited Statements of Income – Quarters Ended March 31, 2014 and 2013

     3   
 

Condensed Consolidated Unaudited Statements of Comprehensive Income – Quarters Ended March 31, 2014 and 2013

     4   
 

Condensed Consolidated Balance Sheets – March 31, 2014 (Unaudited) and December 31, 2013

     5   
 

Condensed Consolidated Unaudited Statements of Cash Flows – Quarters Ended March 31, 2014 and 2013

     6   
 

Notes to Condensed Consolidated Unaudited Financial Statements

     7   

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     11   

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

     16   

Item 4.

 

Controls and Procedures

     16   

PART II. OTHER INFORMATION

  

Item 1.

 

Legal Proceedings

     16   

Item 1A.

 

Risk Factors

     16   

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

     16   

Item 6.

 

Exhibits

     17   

SIGNATURE

     18   

EXHIBITS

  

 

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PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

WATSCO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF INCOME

(In thousands, except per share data)

 

     Quarters Ended March 31,  
     2014      2013  

Revenues

   $ 762,568       $ 713,633   

Cost of sales

     574,499         538,187   
  

 

 

    

 

 

 

Gross profit

     188,069         175,446   

Selling, general and administrative expenses

     152,516         144,892   
  

 

 

    

 

 

 

Operating income

     35,553         30,554   

Interest expense, net

     1,009         1,182   
  

 

 

    

 

 

 

Income before income taxes

     34,544         29,372   

Income taxes

     10,141         8,283   
  

 

 

    

 

 

 

Net income

     24,403         21,089   

Less: net income attributable to noncontrolling interest

     7,650         7,704   
  

 

 

    

 

 

 

Net income attributable to Watsco, Inc.

   $ 16,753       $ 13,385   
  

 

 

    

 

 

 

Earnings per share for Common and Class B common stock:

     

Basic

   $ 0.48       $ 0.39   
  

 

 

    

 

 

 

Diluted

   $ 0.48       $ 0.39   
  

 

 

    

 

 

 

See accompanying notes to condensed consolidated unaudited financial statements.

 

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WATSCO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

 

     Quarters Ended March 31,  
     2014     2013  

Net income

   $ 24,403      $ 21,089   

Other comprehensive loss, net of tax

    

Foreign currency translation adjustment

     (9,214 )     (2,885 )

Unrealized gain on available-for-sale securities arising during the period

     1        8   
  

 

 

   

 

 

 

Other comprehensive loss

     (9,213 )     (2,877 )

Comprehensive income

     15,190        18,212   

Less: comprehensive income attributable to noncontrolling interest

     3,810        5,526   
  

 

 

   

 

 

 

Comprehensive income attributable to Watsco, Inc.

   $ 11,380      $ 12,686   
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated unaudited financial statements.

 

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WATSCO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

 

     March 31,
2014
    December 31,
2013
 
     (Unaudited)        

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 19,457      $ 19,478   

Accounts receivable, net

     394,873        399,565   

Inventories

     707,839        583,154   

Other current assets

     16,997        18,905   
  

 

 

   

 

 

 

Total current assets

     1,139,166        1,021,102   

Property and equipment, net

     44,072        45,418   

Goodwill

     390,125        392,610   

Intangible assets, net

     197,112        203,843   

Other assets

     6,381        6,558   
  

 

 

   

 

 

 
   $ 1,776,856      $ 1,669,531   
  

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

Current liabilities:

    

Current portion of other long-term obligations

   $ 109      $ 107   

Accounts payable

     260,663        141,104   

Accrued expenses and other current liabilities

     92,403        102,295   
  

 

 

   

 

 

 

Total current liabilities

     353,175        243,506   
  

 

 

   

 

 

 

Long-term obligations:

    

Borrowings under revolving credit agreement

     226,744        230,044   

Other long-term obligations, net of current portion

     485        513   
  

 

 

   

 

 

 

Total long-term obligations

     227,229        230,557   
  

 

 

   

 

 

 

Deferred income taxes and other liabilities

     68,403        68,076   
  

 

 

   

 

 

 

Commitments and contingencies

    

Watsco, Inc. shareholders’ equity:

    

Common stock, $0.50 par value

     18,208        18,182   

Class B common stock, $0.50 par value

     2,449        2,367   

Preferred stock, $0.50 par value

     —         —    

Paid-in capital

     613,280        606,384   

Accumulated other comprehensive loss, net of tax

     (16,847     (11,474

Retained earnings

     342,192        339,362   

Treasury stock, at cost

     (114,425     (114,425
  

 

 

   

 

 

 

Total Watsco, Inc. shareholders’ equity

     844,857        840,396   

Noncontrolling interest

     283,192        286,996   
  

 

 

   

 

 

 

Total shareholders’ equity

     1,128,049        1,127,392   
  

 

 

   

 

 

 
   $ 1,776,856      $ 1,669,531   
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated unaudited financial statements.

 

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WATSCO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS

(In thousands)

 

     Quarters Ended March 31,  
     2014     2013  

Cash flows from operating activities:

    

Net income

   $ 24,403      $ 21,089   

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

    

Depreciation and amortization

     4,434        4,300   

Share-based compensation

     2,488        2,298   

Non-cash contribution to 401(k) plan

     1,759        1,689   

Provision for doubtful accounts

     927        1,160   

Excess tax benefits from share-based compensation

     (131     (50

Other, net

     961        769   

Changes in operating assets and liabilities:

    

Accounts receivable

     1,992        (5,379

Inventories

     (126,316     (102,122

Accounts payable and other liabilities

     112,346        57,522   

Other, net

     2,038        1,225   
  

 

 

   

 

 

 

Net cash provided by (used in) operating activities

     24,901        (17,499
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Capital expenditures

     (1,736     (3,069

Proceeds from sale of property and equipment

     70        110   
  

 

 

   

 

 

 

Net cash used in investing activities

     (1,666     (2,959
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Dividends on Common and Class B common stock

     (13,923     (8,640

Distributions to noncontrolling interest

     (7,614     (29,637

Net (repayments) proceeds under revolving credit agreement

     (2,553     6,651   

Net repayments of other long-term obligations

     (26     (1

Excess tax benefits from share-based compensation

     131        50   

Net proceeds from issuances of common stock

     873        497   
  

 

 

   

 

 

 

Net cash used in financing activities

     (23,112     (31,080
  

 

 

   

 

 

 

Effect of foreign exchange rate changes on cash and cash equivalents

     (144     (199
  

 

 

   

 

 

 

Net decrease in cash and cash equivalents

     (21     (51,737

Cash and cash equivalents at beginning of period

     19,478        73,770   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 19,457      $ 22,033   
  

 

 

   

 

 

 

See accompanying notes to condensed consolidated unaudited financial statements.

 

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WATSCO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

March 31, 2014

(In thousands, except share and per share data)

 

1. BASIS OF PRESENTATION

Basis of Consolidation

Watsco, Inc. and its subsidiaries (collectively, “Watsco,” which may be referred to as “we”, “us” or “our”) was incorporated in Florida in 1956 and is the largest distributor of air conditioning, heating and refrigeration equipment and related parts and supplies (“HVAC/R”) in the HVAC/R distribution industry. The accompanying March 31, 2014 interim condensed consolidated unaudited financial statements 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 U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, but we believe the disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation have been included in the condensed consolidated unaudited financial statements included herein. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2013 Annual Report on Form 10-K.

The condensed consolidated unaudited financial statements contained in this report include the accounts of Watsco, all of its wholly owned subsidiaries and the accounts of three joint ventures with Carrier Corporation (“Carrier”), in each of which Watsco maintains a controlling interest. All significant intercompany balances and transactions have been eliminated in consolidation.

The results of operations for the quarter ended March 31, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014. Sales of residential central air conditioners, heating equipment and parts and supplies are seasonal. Furthermore, results of operations can be impacted favorably or unfavorably based on weather patterns during summer and winter selling seasons. Demand related to the residential central air conditioning replacement market is typically highest in the second and third quarters, and demand for heating equipment is usually highest in the fourth quarter. Demand related to the new construction market is fairly consistent during the year, subject to weather and economic conditions, including their effect on the number of housing completions.

Use of Estimates

The preparation of condensed consolidated unaudited financial statements in conformity with U.S. GAAP 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 condensed consolidated unaudited financial statements and the reported amounts of revenues and expenses for the reporting period. Significant estimates include valuation reserves for accounts receivable, inventories and income taxes, reserves related to self-insurance programs and the valuation of goodwill and indefinite lived intangible assets. While we believe that these estimates are reasonable, actual results could differ from such estimates.

New Accounting Standards

Presentation of Unrecognized Tax Benefits

In July 2013, the Financial Accounting Standards Board issued guidance that requires the presentation of an unrecognized tax benefit as a reduction to a deferred tax asset for a net operating loss carryforward rather than as a liability when the uncertain tax position would reduce the net operating loss under the tax law of the applicable jurisdiction and the entity intends to use the deferred tax asset for that purpose. This guidance is effective prospectively for interim and annual reporting periods beginning after December 15, 2013. The adoption of this guidance did not have an impact on our condensed consolidated unaudited financial statements.

 

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2. EARNINGS PER SHARE

The following table presents the calculation of basic and diluted earnings per common share for our Common and Class B common stock:

 

Quarters Ended March 31,

   2014      2013  

Basic Earnings per Share:

     

Net income attributable to Watsco, Inc. shareholders

   $ 16,753       $ 13,385   

Less: distributed and undistributed earnings allocated to non-vested (restricted) common stock

     1,242         937   
  

 

 

    

 

 

 

Earnings allocated to Watsco, Inc. shareholders

   $ 15,511       $ 12,448   
  

 

 

    

 

 

 

Weighted-average common shares outstanding – Basic

     32,249,988         32,157,729   

Basic earnings per share for Common and Class B common stock

   $ 0.48       $ 0.39   

Allocation of earnings for Basic:

     

Common stock

   $ 14,211       $ 11,401   

Class B common stock

     1,300         1,047   
  

 

 

    

 

 

 
   $ 15,511       $ 12,448   
  

 

 

    

 

 

 

Diluted Earnings per Share:

     

Net income attributable to Watsco, Inc. shareholders

   $ 16,753       $ 13,385   

Less: distributed and undistributed earnings allocated to non-vested (restricted) common stock

     1,242         937   
  

 

 

    

 

 

 

Earnings allocated to Watsco, Inc. shareholders

   $ 15,511       $ 12,448   
  

 

 

    

 

 

 

Weighted-average common shares outstanding – Basic

     32,249,988         32,157,729   

Effect of dilutive stock options

     55,457         55,711   
  

 

 

    

 

 

 

Weighted-average common shares outstanding – Diluted

     32,305,445         32,213,440   
  

 

 

    

 

 

 

Diluted earnings per share for Common and Class B common stock

   $ 0.48       $ 0.39   

Diluted earnings per share for our Common stock assumes the conversion of all of our Class B common stock into Common stock as of the beginning of the fiscal year; therefore, no allocation of earnings to Class B common stock is required. At March 31, 2014 and 2013, our outstanding Class B common stock was convertible into 2,702,815 and 2,705,465 shares of our Common stock, respectively.

Diluted earnings per share excluded 500 shares for the quarter ended March 31, 2014 related to stock options with an exercise price per share greater than the average market value of our common stock, resulting in an anti-dilutive effect on diluted earnings per share. No shares were excluded from diluted earnings per share for the quarter ended March 31, 2013.

 

3. OTHER COMPREHENSIVE LOSS

Other comprehensive loss consists of the foreign currency translation adjustment associated with our Canadian operations’ use of the Canadian dollar as their functional currency and changes in the unrealized gain on available-for-sale securities. The tax effects allocated to each component of other comprehensive loss were as follows:

 

Quarters Ended March 31,

   2014     2013  

Foreign currency translation adjustment

   $ (9,214 )   $ (2,885 )

Unrealized gain on available-for-sale securities

     2       14  

Income tax expense

     (1 )     (6 )
  

 

 

   

 

 

 

Unrealized gain on available-for-sale securities, net of tax

     1       8  
  

 

 

   

 

 

 

Other comprehensive loss

   $ (9,213 )   $ (2,877 )
  

 

 

   

 

 

 

 

 

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The changes in accumulated other comprehensive loss, net of tax, are as follows:

 

Quarters Ended March 31,

   2014     2013  

Foreign currency translation adjustment:

    

Beginning balance

   $ (11,181 )   $ (1,785 )

Current period other comprehensive loss

     (5,374 )     (2,885 )
  

 

 

   

 

 

 

Ending balance

     (16,555 )     (4,670 )
  

 

 

   

 

 

 

Available-for-sale securities:

    

Beginning balance

     (293 )     (317 )

Current period other comprehensive income

     1       8  
  

 

 

   

 

 

 

Ending balance

     (292 )     (309 )
  

 

 

   

 

 

 

Accumulated other comprehensive loss, net of tax

   $ (16,847 )   $ (4,979 )
  

 

 

   

 

 

 

 

4. DERIVATIVE FINANCIAL INSTRUMENTS

We routinely use certain derivative instruments to hedge foreign currency exposure. Although these derivatives were not designated as hedges and/or did not qualify for hedge accounting, they were effective economic hedges for the periods presented. The changes in fair values of economic hedges are recognized in earnings. During 2014 and 2013, we entered into foreign currency forward contracts to offset the earnings impact that foreign currency exchange rate fluctuations would otherwise have had on certain monetary liabilities denominated in nonfunctional currencies. The changes in fair values of these foreign currency forward contracts were gains of $76 and $21 for the quarters ended March 31, 2014 and 2013, respectively, and are included in selling, general and administrative expenses in our condensed consolidated unaudited statements of income. The total notional value of our foreign currency exchange contracts as of March 31, 2014 was $52,500, and such contracts have varying terms expiring through July 2014. See Note 5.

 

5. FAIR VALUE MEASUREMENTS

The following tables present our assets and liabilities carried at fair value that are measured on a recurring basis:

 

                  Fair Value Measurements
at March 31, 2014 Using
 
    

Balance Sheet Location

   Total      Level 1      Level 2      Level 3  

Assets:

              

Available-for-sale securities

   Other assets    $ 267       $ 267         —          —    

Derivative financial instruments

   Other current assets    $ 194         —        $ 194         —    
                 Fair Value Measurements
at December 31, 2013 Using
 
    

Balance Sheet Location

   Total      Level 1      Level 2      Level 3  

Assets:

              

Available-for-sale securities

   Other assets    $ 265       $ 265         —          —    

Derivative financial instruments

   Other current assets    $ 118         —        $ 118         —    

The following is a description of the valuation techniques used for these assets and liabilities, as well as the level of input used to measure fair value:

Available-for-sale securities – the investments are exchange-traded equity securities. Fair values for these investments are based on closing stock prices from active markets and are therefore classified within Level 1 of the fair value hierarchy.

Derivative financial instruments – the derivatives are foreign currency forward contracts. Fair value is based on observable market inputs, such as forward rates in active markets; therefore, we classify the derivatives within Level 2 of the valuation hierarchy.

There were no transfers in or out of Level 1 and Level 2 during the quarter ended March 31, 2014.

 

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6. SHAREHOLDERS’ EQUITY

Common Stock Dividends

We paid cash dividends of $0.40 and $0.25 per share of Common stock and Class B common stock during the quarters ended March 31, 2014 and 2013, respectively.

Non-Vested (Restricted) Stock

During the quarters ended March 31, 2014 and 2013, we granted 183,025 and 85,543 shares of non-vested (restricted) stock, respectively.

Stock Options

During the quarters ended March 31, 2014 and 2013, 12,250 and 7,000 stock options, respectively, were exercised for Common stock. Cash received from Common stock issued as a result of stock options exercised during the quarters ended March 31, 2014 and 2013, was $683 and $338, respectively.

Employee Stock Purchase Plan

During the quarters ended March 31, 2014 and 2013, 2,062 and 2,182 shares of Common stock were issued under our employee stock purchase plan for which we received net proceeds of $190 and $159, respectively.

401(k) Plan

During the quarters ended March 31, 2014 and 2013, we issued 18,309 and 22,551 shares of Common stock to our profit sharing retirement plan, representing the Common stock discretionary matching contribution of $1,759 and $1,689, respectively.

Noncontrolling Interest

Of our three joint ventures with Carrier, we have a 70% controlling interest in one and a 60% controlling interest in the other two, while Carrier has either a 30% or 40% noncontrolling interest in such joint ventures, as applicable. The following table reconciles shareholders’ equity attributable to Carrier’s noncontrolling interest:

 

Noncontrolling interest at December 31, 2013

   $ 286,996   

Net income attributable to noncontrolling interest

     7,650   

Distributions to noncontrolling interest

     (7,614

Foreign currency translation adjustment

     (3,840
  

 

 

 

Noncontrolling interest at March 31, 2014

   $ 283,192   
  

 

 

 

 

7. COMMITMENTS AND CONTINGENCIES

Litigation, Claims and Assessments

We are involved in litigation incidental to the operation of our business. We vigorously defend all matters in which we or our subsidiaries are named defendants and, for insurable losses, maintain significant levels of insurance to protect against adverse judgments, claims or assessments that may affect us. Although the adequacy of existing insurance coverage and the outcome of any legal proceedings cannot be predicted with certainty, based on the current information available, we do not believe the ultimate liability associated with any known claims or litigation will have a material adverse effect on our financial condition or results of operations.

Self-Insurance

Self-insurance reserves are maintained relative to company-wide casualty insurance and health benefit programs. The level of exposure from catastrophic events is limited by the purchase of stop-loss and aggregate liability reinsurance coverage. When estimating the self-insurance liabilities and related reserves, management considers a number of factors, which include historical claims experience, demographic factors, severity factors and valuations provided by independent third-party actuaries. Management reviews its assumptions with its independent third-party actuaries to evaluate whether the self-insurance reserves are adequate. If actual claims or adverse development of loss reserves occur and exceed these estimates, additional reserves may be required. Reserves in the amounts of $5,477 and $5,582 at March 31, 2014 and December 31, 2013, respectively, were established related to such programs and are included in accrued expenses and other current liabilities in our condensed consolidated unaudited balance sheets.

 

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8. RELATED PARTY TRANSACTIONS

Purchases from Carrier and its affiliates comprised 61% and 55% of all inventory purchases for the quarters ended March 31, 2014 and 2013, respectively. At March 31, 2014 and December 31, 2013, approximately $126,000 and $53,000, respectively, was payable to Carrier and its affiliates, net of receivables. Our joint ventures with Carrier also sell HVAC products to Carrier and its affiliates. Revenues in our condensed consolidated unaudited statements of income for the quarters ended March 31, 2014 and 2013 include $6,535 and $5,295, respectively, of sales to Carrier and its affiliates. We believe these transactions are conducted at arm’s-length in the ordinary course of business.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Quarterly Report contains or incorporates by reference statements that are not historical in nature and that are intended to be, and are hereby identified as, “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, including statements regarding, among other items, (i) economic conditions, (ii) business and acquisition strategies, (iii) potential acquisitions and/or joint ventures, (iv) financing plans and (v) industry, demographic and other trends affecting our financial condition or results of operations. These forward-looking statements are based largely on management’s current expectations and are subject to a number of risks, uncertainties and changes in circumstances, certain of which are beyond their control.

Actual results could differ materially from these forward-looking statements as a result of several factors, including, but not limited to:

 

    general economic conditions;

 

    competitive factors within the HVAC/R industry;

 

    effects of supplier concentration;

 

    fluctuations in certain commodity costs;

 

    consumer spending;

 

    consumer debt levels;

 

    new housing starts and completions;

 

    capital spending in the commercial construction market;

 

    access to liquidity needed for operations;

 

    seasonal nature of product sales;

 

    weather conditions;

 

    insurance coverage risks;

 

    federal, state and local regulations impacting our industry and products;

 

    prevailing interest rates;

 

    foreign currency exchange rate fluctuations;

 

    international political risk; and

 

    the continued viability of our business strategy.

In light of these uncertainties, there can be no assurance that the forward-looking information contained herein will be realized or, even if realized, in whole or in part, that the information will have the expected consequences to, or effects on, our business or operations. For additional information identifying other important factors that may affect our operations and could cause actual results to vary materially from those anticipated in the forward-looking statements, see our SEC filings, including but not limited to, the discussion included in Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2013. Forward-looking statements speak only as of the date the statement was made. We assume no obligation to update forward-looking information or the discussion of such risks and uncertainties to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except as required by applicable law.

 

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The following information should be read in conjunction with the condensed consolidated unaudited financial statements and notes thereto included under Item 1 of this Quarterly Report on Form 10-Q. In addition, reference should be made to our audited consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2013.

Company Overview

Watsco, Inc. was incorporated in Florida in 1956, and, together with its subsidiaries (collectively, “Watsco,” or “we”, “us” or “our”) is the largest distributor of air conditioning, heating and refrigeration equipment and related parts and supplies (“HVAC/R”) in the HVAC/R distribution industry. At March 31, 2014, we operated from 568 locations in 38 U.S. states, Canada, Mexico and Puerto Rico with additional market coverage on an export basis to Latin America and the Caribbean.

Revenues primarily consist of sales of air conditioning, heating and refrigeration equipment and related parts and supplies. Selling, general and administrative expenses primarily consist of selling expenses, the largest components of which are salaries, commissions and marketing expenses that are variable and correlate to changes in sales. Other significant selling, general and administrative expenses relate to the operation of warehouse facilities, including a fleet of trucks and forklifts and facility rent, which are payable mostly under non-cancelable operating leases.

Sales of residential central air conditioners, heating equipment and parts and supplies are seasonal. Furthermore, results of operations can be impacted favorably or unfavorably based on weather patterns, primarily during the summer and winter selling seasons. Demand related to the residential central air conditioning replacement market is typically highest in the second and third quarters, and demand for heating equipment is usually highest in the fourth quarter. Demand related to the new construction market is fairly consistent during the year, subject to weather and economic conditions, including their effect on the number of housing completions.

Joint Ventures with Carrier Corporation

In 2009, we formed a joint venture with Carrier Corporation (“Carrier”), which we refer to as Carrier Enterprise I, in which Carrier contributed 95 of its company-owned locations in 13 Sun Belt states and Puerto Rico and its export division in Miami, Florida, and we contributed 15 locations that distributed Carrier products. On July 2, 2012, we exercised our option to acquire an additional 10% ownership interest in Carrier Enterprise I, which increased our ownership interest to 70%. We have another option to purchase from Carrier an additional 10% interest in Carrier Enterprise I, which becomes exercisable in July 2014. We intend to exercise our option, following which we would have an 80% controlling interest in Carrier Enterprise I.

In 2011, we formed a second joint venture with Carrier and completed two additional transactions. In April 2011, Carrier contributed 28 of its company-owned locations in eight Northeast U.S. states, and we contributed 14 locations in the Northeast U.S. In July 2011, we purchased Carrier’s distribution operations in Mexico, which included seven locations. Collectively, the Northeast locations and the Mexico operations are referred to as Carrier Enterprise II. We have a 60% controlling interest in Carrier Enterprise II, and Carrier has a 40% noncontrolling interest. Neither we nor Carrier has any options to purchase additional ownership interests in Carrier Enterprise II.

In 2012, we formed a third joint venture, which we refer to as Carrier Enterprise III, with UTC Canada Corporation, referred to as UTC Canada, an affiliate of Carrier. Carrier contributed 35 of its company-owned locations in Canada to Carrier Enterprise III. We have a 60% controlling interest in Carrier Enterprise III, and UTC Canada has a 40% noncontrolling interest. Neither we nor UTC Canada has any options to purchase additional ownership interests in Carrier Enterprise III.

Critical Accounting Policies

Management’s discussion and analysis of financial condition and results of operations is based upon the condensed consolidated unaudited financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated unaudited financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ from these estimates under different assumptions or conditions. At least quarterly, management reevaluates its judgments and estimates, which are based on historical experience, current trends and various other assumptions that are believed to be reasonable under the circumstances.

Our critical accounting policies are included in our 2013 Annual Report on Form 10-K as filed on February 27, 2014. We believe that there have been no significant changes during the quarter ended March 31, 2014 to the critical accounting policies disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013.

New Accounting Standards

Refer to Note 1 to our condensed consolidated unaudited financial statements included in this Quarterly Report on Form 10-Q for a discussion of new accounting standards.

 

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Results of Operations

The following table summarizes information derived from the condensed consolidated unaudited statements of income expressed as a percentage of revenues for the quarters ended March 31, 2014 and 2013:

 

     2014     2013  

Revenues

     100.0     100.0

Cost of sales

     75.3        75.4   
  

 

 

   

 

 

 

Gross profit

     24.7        24.6   

Selling, general and administrative expenses

     20.0        20.3   
  

 

 

   

 

 

 

Operating income

     4.7        4.3   

Interest expense, net

     0.2        0.2   
  

 

 

   

 

 

 

Income before income taxes

     4.5        4.1   

Income taxes

     1.3        1.1   
  

 

 

   

 

 

 

Net income

     3.2        3.0   

Less: net income attributable to noncontrolling interest

     1.0        1.1   
  

 

 

   

 

 

 

Net income attributable to Watsco, Inc.

     2.2     1.9
  

 

 

   

 

 

 

In the following narratives, computations and disclosure information referring to “same-store basis” exclude the effects of locations acquired or locations opened or closed during the immediately preceding 12 months unless they are within close geographical proximity to existing locations. At March 31, 2014 and 2013, 18 and 61 locations, respectively, were excluded from “same-store basis” information. The table below summarizes the changes in our locations for the 12 months ended March 31, 2014:

 

     Number of
Locations
 

March 31, 2013

     574   

Opened

     4   

Closed

     (9
  

 

 

 

December 31, 2013

     569   

Opened

     2   

Closed

     (3
  

 

 

 

March 31, 2014

     568   
  

 

 

 

Revenues

Revenues for the first quarter of 2014 increased $48.9 million, or 7%, compared to the first quarter of 2013, including $0.5 million from locations opened during the preceding 12 months, offset by $1.3 million from locations closed. On a same-store basis, revenues increased $49.7 million, or 7%, as compared to the same period in 2013, reflecting an 8% increase in sales of HVAC equipment, a 5% increase in sales of other HVAC products and a 2% increase in sales of commercial refrigeration products. The increase in same-store revenues is primarily due to strong demand for residential HVAC equipment.

Gross Profit

Gross profit for the quarter ended March 31, 2014 increased $12.6 million, or 7%, compared to the same period in 2013, primarily as a result of increased revenues. Gross profit margin for the quarter ended March 31, 2014 improved 10 basis-points to 24.7% versus 24.6% for the same period in 2013.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the first quarter of 2014 increased $7.6 million, or 5%, compared to the first quarter of 2013 primarily due to increased revenues. Selling, general and administrative expenses as a percent of revenues for the quarter ended March 31, 2014 decreased to 20.0% versus 20.3% for the same period in 2013. The decrease in selling, general, and administrative expenses as a percentage of revenues was primarily due to improved leveraging of fixed operating costs as compared to 2013. On a same-store basis, selling, general and administrative expenses increased 5% as compared to the same period in 2013.

 

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Interest Expense, Net

Net interest expense for the quarter ended March 31, 2014 decreased $0.2 million, or 15%, compared to the same period in 2013, primarily as a result of a decrease in average outstanding borrowings, partially offset by a higher effective interest rate for the 2014 period as compared to the same period in 2013.

Income Taxes

Income taxes increased to $10.1 million for the first quarter of 2014 as compared to $8.3 million for the first quarter of 2013 and are a composite of the income taxes attributable to our wholly owned operations and investments, and income taxes attributable to the Carrier joint ventures, which are taxed as partnerships for income tax purposes. The effective income tax rates attributable to us were 37.0% and 36.75% for the quarters ended March 31, 2014 and 2013, respectively. The increase was primarily due to higher effective tax rates for income generated by our U.S. subsidiaries.

Net Income Attributable to Watsco, Inc.

Net income attributable to Watsco for the quarter ended March 31, 2014 increased $3.4 million, or 25%, compared to the same period in 2013. The increase was primarily driven by higher revenues, expanded profit margins and reduced selling, general and administrative expenses as a percent of revenues, as discussed above.

Liquidity and Capital Resources

We assess our liquidity in terms of our ability to generate cash to execute our business strategy and fund operating and investing activities, taking into consideration the seasonal demand for HVAC/R products, which peaks in the months of May through August. Significant factors that could affect our liquidity include the following:

 

    cash necessary to fund our business (primarily working capital requirements);

 

    the adequacy of our available bank line of credit;

 

    the ability to attract long-term capital with satisfactory terms;

 

    acquisitions;

 

    dividend payments;

 

    capital expenditures; and

 

    the timing and extent of common stock repurchases.

Sources and Uses of Cash

We rely on cash flows from operations and borrowing capacity under our revolving credit agreement to fund seasonal working capital needs and for other general corporate purposes, including dividend payments, if and as declared by our Board of Directors, capital expenditures, business acquisitions and development of our long-term operating strategies.

At March 31, 2014, we had $19.5 million of cash and cash equivalents, of which, $16.3 million was held by foreign subsidiaries. We believe that our operating cash flows, cash on hand and funds available for borrowing under our line of credit will be sufficient to meet our liquidity needs in the foreseeable future. However, there can be no assurance that our current sources of available funds will be sufficient to meet our cash requirements.

Our access to funds under our line of credit depends on the ability of the syndicate banks to meet their respective funding commitments. Disruptions in the capital and credit markets could adversely affect our ability to draw on our line of credit and may also adversely affect the determination of interest rates, particularly rates based on LIBOR, which is one of the base rates under our line of credit. Disruptions in the capital and credit markets could also result in increased borrowing costs and/or reduced borrowing capacity under our line of credit.

Working Capital

Working capital increased to $786.0 million at March 31, 2014 from $777.6 million at December 31, 2013, reflecting higher levels of inventories due to our seasonal buildup of inventory in preparation for our Spring and Summer selling season.

 

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Cash Flows

The following table summarizes our cash flow activity for the quarters ended March 31, 2014 and 2013:

 

     2014     2013     Change  

Cash flows provided by (used in) operating activities

   $ 24.9      $ (17.5   $ 42.4   

Cash flows used in investing activities

   $ (1.7   $ (3.0   $ 1.3   

Cash flows used in financing activities

   $ (23.1   $ (31.1   $ 8.0   

The individual items contributing to cash flow changes for the periods presented are detailed in the condensed consolidated unaudited statements of cash flows contained in this Quarterly Report on Form 10-Q.

Operating Activities

The increase in net cash provided by operating activities was primarily due to the timing of payments for accrued expenses and higher net income for the first quarter of 2014 as compared to the first quarter of 2013, partially offset by our seasonal buildup of inventory in preparation for the Spring and Summer selling season.

Investing Activities

The decrease in net cash used in investing activities was due to lower capital expenditures in the first quarter of 2014 as compared to the first quarter of 2013.

Financing Activities

The decrease in net cash used in financing activities was primarily attributable to a decrease in distributions to the noncontrolling interest partially offset by repayments of borrowings under our revolving credit agreement and an increase in dividends paid in the first quarter of 2014 as compared to the first quarter of 2013.

Revolving Credit Agreement

We maintain an unsecured, syndicated revolving credit agreement that provides for borrowings of up to $500.0 million. Borrowings are used to fund seasonal working capital needs and for other general corporate purposes, including acquisitions, dividends (if and as declared by our Board of Directors), stock repurchases and issuances of letters of credit. The credit agreement matures on July 1, 2018. At March 31, 2014 and December 31, 2013, $226.7 million and $230.0 million were outstanding under the revolving credit agreement, respectively. The revolving credit agreement contains customary affirmative and negative covenants, including financial covenants with respect to consolidated leverage and interest coverage ratios, and other customary restrictions. We believe we were in compliance with all covenants at March 31, 2014.

Acquisitions

On July 1, 2014, we intend to exercise our option to acquire an additional 10% ownership interest in Carrier Enterprise I, following which we would have an 80% controlling interest in Carrier Enterprise I. The purchase price for the additional 10% ownership interest is based on a formula included in the Purchase and Contribution Agreement dated May 3, 2009 that will be determined upon the date of exercise. We believe that we will have sufficient capacity under our existing revolving credit agreement to fund the purchase.

We continually evaluate potential acquisitions and/or joint ventures and routinely hold discussions with a number of acquisition candidates. Should suitable acquisition opportunities arise that would require additional financing, we believe our financial position and earnings history provide a sufficient basis for us to either obtain additional debt financing at competitive rates and on reasonable terms or raise capital through the issuance of equity securities.

Common Stock Dividends

We paid cash dividends of $0.40 and $0.25 per share of Common stock and Class B common stock during the quarters ended March 31, 2014 and 2013, respectively. On April 1, 2014, our Board of Directors declared a regular quarterly cash dividend of $0.40 per share of Common and Class B common stock that was paid on April 30, 2014 to shareholders of record as of April 15, 2014. On April 14, 2014, our Board of Directors approved an increase in the quarterly cash dividend rate to $0.60 per share from $0.40 per share. The increase will be reflected in our next regular dividend payment in July 2014. Future dividends and/or dividend rate increases will be at the sole discretion of the Board of Directors and will depend upon such factors as cash flow generated by operations, profitability, financial condition, cash requirements, future prospects and other factors deemed relevant by our Board of Directors.

Company Share Repurchase Program

In September 1999, our Board of Directors authorized the repurchase, at management’s discretion, of up to 7,500,000 shares of common stock in the open market or via private transactions. Shares repurchased under the program are accounted for using the cost method and result in a reduction of shareholders’ equity. No shares were repurchased during the quarters ended March 31, 2014 or 2013. In aggregate, 6,370,913 shares of Common and Class B common stock have been repurchased at a cost of $114.4 million since the inception of the program. At March 31, 2014, there were 1,129,087 shares remaining authorized for repurchase under the program.

 

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risk from the information provided in Item 7A, Quantitative and Qualitative Disclosures about Market Risk, of our Annual Report on Form 10-K for the year ended December 31, 2013.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”)) that are, among other things, designed to ensure that information required to be disclosed by us under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (“CEO”), Senior Vice President (“SVP”) and Chief Financial Officer (“CFO”), to allow for timely decisions regarding required disclosure and appropriate SEC filings.

Our management, with the participation of our CEO, SVP and CFO, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, and, based on that evaluation, our CEO, SVP and CFO concluded that our disclosure controls and procedures were effective, at a reasonable assurance level, at and as of such date.

Changes in Internal Control over Financial Reporting

We are continuously seeking to improve the efficiency and effectiveness of our operations and of our internal controls. This results in refinements to processes throughout the Company. However, there were no changes in internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended March 31, 2014, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information with respect to this item may be found in Note 7 to our condensed consolidated unaudited financial statements contained in this Quarterly Report on Form 10-Q under the caption “Litigation, Claims and Assessments,” which information is incorporated by reference in this Item 1 of Part II of this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

Information about risk factors for the quarter ended March 31, 2014 does not differ materially from that set forth in Part I, Item 1A, of our Annual Report on Form 10-K for the year ended December 31, 2013.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

On March 6, 2014, we issued 18,309 shares of our Common stock to our Profit Sharing Retirement Plan & Trusts (the “Plans”) representing the employer match under the Plans for the plan year ended December 31, 2013, without registration. This issuance was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(2) thereof. The Plans are profit sharing retirement plans that are qualified under Section 401 of the Internal Revenue Code of 1986, as amended. The assets of the Plans are held in a single trust fund for the benefit of our employees, and no Plan holds assets for the benefit of the employees of any other employer. All of the contributions to the Plans from our employees have been invested in assets other than our Common stock. We have contributed all of the Common stock held by the Plans as a discretionary matching contribution, which, at the time of contribution, was lower in value than the employee contributions that the contribution matched.

 

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ITEM 6. EXHIBITS

 

  10.1 #    Fifteenth Amendment dated January 1, 2014 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad.
  31.1 #    Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a- 15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.2 #    Certification of Senior Vice President pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.3 #    Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a- 15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32.1 +    Certification of Chief Executive Officer, Senior Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS #    XBRL Instance Document.
101.SCH #    XBRL Taxonomy Extension Schema Document.
101.CAL #    XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF #    XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB #    XBRL Taxonomy Extension Label Linkbase Document.
101.PRE #    XBRL Taxonomy Extension Presentation Linkbase Document.

 

# filed herewith.
+ furnished herewith.

 

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SIGNATURE

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.

 

    WATSCO, INC.
    (Registrant)
Date: May 1, 2014     By:  

/s/ Ana M. Menendez

      Ana M. Menendez
      Chief Financial Officer (on behalf of the Registrant and as Principal Financial Officer)

 

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INDEX TO EXHIBITS

 

Exhibit

No.

  

Exhibit Description

  10.1 #    Fifteenth Amendment dated January 1, 2014 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad.
  31.1 #    Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a- 15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.2 #    Certification of Senior Vice President pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.3 #    Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a- 15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32.1 +    Certification of Chief Executive Officer, Senior Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS #    XBRL Instance Document.
101.SCH #    XBRL Taxonomy Extension Schema Document.
101.CAL #    XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF #    XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB #    XBRL Taxonomy Extension Label Linkbase Document.
101.PRE #    XBRL Taxonomy Extension Presentation Linkbase Document.

 

# filed herewith.
+ furnished herewith.
EX-10.1

Exhibit 10.1

FIFTEENTH AMENDMENT

TO

EMPLOYMENT AGREEMENT

This Fifteenth Amendment to Employment Agreement is made and entered into effective as of the 1st day of January, 2014, by and between WATSCO, INC., a Florida corporation (hereinafter called the “Company”), and ALBERT H. NAHMAD (hereinafter called the “Employee”).

RECITALS

WHEREAS, the Company and the Employee entered into an Employment Agreement effective as of January 31, 1996 (the “Employment Agreement”) pursuant to which the Employee renders certain services to the Company; and

WHEREAS, the Compensation Committee of the Company’s Board of Directors amended the Employment Agreement effective as of January 1, 2001, January 1, 2002, January 1, 2003, January 1, 2004, January 1, 2005, January 1, 2006, January 1, 2007, January 1, 2008, December 10, 2008, January 1, 2009, January 1, 2010, January 1, 2011, January 1, 2012 and January 1, 2013; and

WHEREAS, the Compensation Committee of the Company’s Board of Directors has set the targets for the performance based compensation payable by the Company to the Employee for the year 2014; and

WHEREAS, the Company and the Employee now desire to amend the Employment Agreement and Exhibit A-1 to the Employment Agreement to specify the performance based compensation payable by the Company to the Employee for the calendar year 2014.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Fifteenth Amendment, and other good and valuable consideration, the parties to this Fifteenth Amendment agree as follows:

1. All capitalized terms in this Fifteenth Amendment shall have the same meaning as in the Employment Agreement, unless otherwise specified.

2. The Employment Agreement is hereby amended by replacing “Exhibit A-1 — 2013 Performance Goals and Performance Based Compensation” with the attached “Exhibit A-1 — 2014 Performance Goals and Performance Based Compensation” thereto.

3. All other terms and conditions of the Employment Agreement shall remain the same.


IN WITNESS WHEREOF, the parties have caused this Fifteenth Amendment to be duly executed effective as of the day and year first above written.

 

COMPANY:
WATSCO, INC.
By:  

/s/ Barry S. Logan

  Barry S. Logan, Senior Vice President
EMPLOYEE:

/s/ Albert H. Nahmad

Albert H. Nahmad

 


EXHIBIT A-1

2014 Performance Goals and Performance Based Compensation

 

I.

 

Formula

  

A.

 

Earnings Per Share

   Performance

Based

Compensation Amount

 

For each $.01 increase

   $65,250

B.

 

Increase in Common Stock Price

  
  (i) If the closing price of a share of Common Stock on 12/31/14 does not exceed $96.06    $0
  (ii) If the closing price of a share of Common Stock on 12/31/14 exceeds $96.06 but does not equal or exceed $113.00, for each $0.01 increase in per share price of a share of Common Stock above $96.06    $1,200
  (iii) If the closing price of a share of Common Stock on 12/31/14 equals or exceeds $113.00, for each $0.01 increase in per share price of a share of Common Stock above $96.06    $1,800

 

II. Method of Payment

The Performance Based Compensation determined for 2014 under the formula in Section I (the “Performance Based Compensation Amount”) shall be paid in the form of the Company’s grant of a number of shares of Class B Common Stock of the Company (the “Shares”) equal to the amount determined by dividing (x) two times the Performance Based Compensation Amount by (y) the closing price for the Class B Common Stock of the Company on the New York Stock Exchange as of the close of trading on December 31, 2014. The value of any fractional shares shall be paid in cash. The Compensation Committee may, in its sole discretion, exercise negative discretion to reduce the Performance Based Compensation Amount by any amount and instead pay the amount by which the Performance Based Compensation Amount has been reduced in cash on a 1 for 1 basis, rather than converting that amount into Shares on a 2 for 1 basis as described above. The restrictions on the Shares shall lapse on the first to occur of (i) October 15, 2022 (ii) termination of the Executive’s employment with the Company by reason of Executive’s disability or death, (iii) the Executive’s termination of employment with the Company for Good Reason; (iv) the Company’s termination of Executive’s employment without Cause, or (v) the occurrence of a Change in Control of the Company (“Good Reason”, “Cause”, and “Change in Control” to be defined in a manner consistent with the most recent grant of Restricted Stock by the Company to the Executive).

 

III. Incentive Compensation Plan

The performance based award and method of payment specified above (the “Award”) are being made by the Compensation Committee pursuant to Section 8 of the Company’s 2001 Amended and Restated Incentive Compensation Plan or any successor plan (the “Incentive Plan”) and are subject to the limitations contained in Section 5 of the Incentive Plan. The Award is intended to qualify as “performance based compensation” under Section 162(m) of the Internal Revenue Code.

 

Dated: Effective as of January 1, 2014      

/s/ Paul Manley

      Paul F. Manley, Chairman
      Compensation Committee
      Acknowledged and Accepted:
     

/s/ Albert H. Nahmad

      Albert H. Nahmad
EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Albert H. Nahmad, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Watsco, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 1, 2014

 

/s/ Albert H. Nahmad

Albert H. Nahmad
Chief Executive Officer
EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Barry S. Logan, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Watsco, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 1, 2014

 

/s/ Barry S. Logan

Barry S. Logan
Senior Vice President
EX-31.3

Exhibit 31.3

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ana M. Menendez, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Watsco, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

  a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 1, 2014

 

/s/ Ana M. Menendez

Ana M. Menendez
Chief Financial Officer
EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Watsco, Inc. (“Watsco”) for the quarter ended March 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Albert H. Nahmad, as Chief Executive Officer of Watsco, Barry S. Logan, as Senior Vice President of Watsco and Ana M. Menendez, as Chief Financial Officer of Watsco, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge:

 

  (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Watsco.

 

/s/ Albert H. Nahmad

Albert H. Nahmad
Chief Executive Officer
May 1, 2014

/s/ Barry S. Logan

Barry S. Logan
Senior Vice President
May 1, 2014

/s/ Ana M. Menendez

Ana M. Menendez
Chief Financial Officer
May 1, 2014

A signed original of this written statement required by Section 906 has been provided to Watsco and will be retained by Watsco and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by Watsco for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.