AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 8, 1996
                                                      REGISTRATION NO. 333-00371
    
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
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                                AMENDMENT NO. 1
                                       TO
    
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
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                                  WATSCO, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

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           FLORIDA                                               59-0778222
(STATE OR OTHER JURISDICTION OF                              (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                             IDENTIFICATION NO.)
 
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                                                                                       RONALD P. NEWMAN
                                                                                   CHIEF FINANCIAL OFFICER
                                                                                         WATSCO, INC.
                    2665 SOUTH BAYSHORE DRIVE                                     2665 SOUTH BAYSHORE DRIVE
                            SUITE 901                                                     SUITE 901
                       MIAMI, FLORIDA 33133                                          MIAMI, FLORIDA 33133
                          (305) 858-0828                                                (305) 858-0828
        (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER         (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)         INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------ COPIES OF COMMUNICATION TO: CESAR L. ALVAREZ, ESQUIRE E. WILLIAM BATES, II, ESQUIRE JORGE L. FREELAND, ESQUIRE KING & SPALDING GREENBERG, TRAURIG, HOFFMAN, 120 WEST 45TH STREET, 32ND FLOOR LIPOFF, ROSEN & QUENTEL, P.A. NEW YORK, NEW YORK 10036 1221 BRICKELL AVENUE (212) 556-2100 MIAMI, FLORIDA 33131 (305) 579-0500 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this registration becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest investment plans, check the following box: [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [X]
CALCULATION OF REGISTRATION FEE PROPOSED MAXIMUM PROPOSED NUMBER OF OFFERING MAXIMUM SHARES PRICE AGGREGATE AMOUNT OF TITLE OF EACH CLASS TO BE PER OFFERING REGISTRATION OF SECURITIES TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE(3) - ------------------------------------------------------------------------------------------- Common Stock, 1,840,000 $17.00 $31,280,000 $ 1,348.28 $.50 par value per share............ shares =========================================================================================== (1) Includes 240,000 shares as to which the registrant has granted the Underwriters an option solely to cover over-allotments. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act of 1933. (3) The registrant is registering an additional 230,000 shares of Common Stock at the proposed offering price indicated above. A fee of $10,131.90 was paid at the time of the initial filing.
------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. SUBJECT TO COMPLETION--DATED FEBRUARY 8, 1996 PROSPECTUS - -------------------------------------------------------------------------------- 1,600,000 Shares [WATSCO LOGO] Common Stock - -------------------------------------------------------------------------------- Of the 1,600,000 shares of common stock, par value $.50 per share (the 'Common Stock'), offered hereby, 1,200,000 shares are being sold by Watsco, Inc. ('Watsco' or the 'Company') and 400,000 shares are being sold by certain selling shareholders of the Company (the 'Selling Shareholders'). See 'Selling Shareholders.' The Company will not receive any of the proceeds from the sale of shares of Common Stock by the Selling Shareholders. The Company has two classes of common stock: Common Stock and Class B Common Stock. The Common Stock is substantially identical to the Company's Class B Common Stock except with respect to voting power, with the Common Stock having one vote per share and the Class B Common Stock having ten votes per share. The holders of Common Stock are currently entitled to vote as a separate class to elect 25% of the Board of Directors. The Common Stock and the Class B Common Stock are listed on the New York Stock Exchange and American Stock Exchange under the symbols 'WSO' and 'WSOB,' respectively. On February 6, 1996, the last reported sale prices of the Common Stock and Class B Common Stock on the New York Stock Exchange and the American Stock Exchange were $17.00 and $16.875 per share, respectively. - -------------------------------------------------------------------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. UNDERWRITING PROCEEDS TO PRICE TO DISCOUNTS AND PROCEEDS TO SELLING PUBLIC COMMISSIONS(1) COMPANY(2) SHAREHOLDERS(2) Per Share.... $ $ $ $ Total(3)..... $ $ $ $ (1) The Company and the Selling Shareholders have agreed to indemnify the several Underwriters against certain liabilities, including liabilities under the Securities Act of 1933. See 'Underwriting.' (2) Before deducting expenses payable by the Company estimated to be $325,000 and expenses payable by the Selling Shareholders estimated to be $3,372. (3) The Company has granted the several Underwriters a 30-day over-allotment option to purchase up to 240,000 additional shares of the Common Stock on the same terms and conditions as set forth above. If all such additional shares are purchased by the Underwriters, the total Price to Public will be $ , the total Underwriting Discounts and Commissions will be $ , the total Proceeds to Company will be $ and the total Proceeds to Selling Shareholders will be $ . See 'Underwriting.' - -------------------------------------------------------------------------------- The shares of Common Stock are offered by the several Underwriters subject to delivery by the Company and the Selling Shareholders and acceptance by the Underwriters, to prior sale and to withdrawal, cancellation or modification of the offer without notice. Delivery of the shares to the Underwriters is expected to be made at the office of Prudential Securities Incorporated, One New York Plaza, New York, New York, on or about February , 1996. PRUDENTAL SECURTES INCORPORATED ROBERT W. BAIRD & CO. INCORPORATED February , 1996 watsco Map of the United States color coded for air conditioning usage (in hours) per year according to Consumer Reports and the Company's and Three States' distribution locations. /+ inside open circle/ - Three States Supply Company, Inc. locations /bullet/ - Watsco locations IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AND/OR CLASS B COMMON STOCK AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, THE AMERICAN STOCK EXCHANGE OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. 2 PROSPECTUS SUMMARY THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION AND FINANCIAL STATEMENTS AND RELATED NOTES APPEARING ELSEWHERE IN THIS PROSPECTUS. UNLESS OTHERWISE INDICATED, THE INFORMATION IN THIS PROSPECTUS (I) HAS BEEN ADJUSTED TO REFLECT A 5% STOCK DIVIDEND PAID ON APRIL 30, 1992 AND A THREE-FOR-TWO STOCK SPLIT EFFECTED ON MAY 15, 1995 AND (II) ASSUMES THAT THE UNDERWRITERS' OVER-ALLOTMENT OPTION WILL NOT BE EXERCISED. THE COMPANY Watsco, Inc. ('Watsco' or the 'Company') is the largest distributor of residential central air conditioners in the United States, with leading positions in Florida, Texas and California, the three largest air conditioning markets in the country, as well as significant positions in Alabama, Arkansas, Arizona, Louisiana, Nevada and North Carolina. In 1989, the Company embarked on a strategy of establishing a network of distribution facilities across the sunbelt where U.S. population growth is greatest, weather patterns are predictably hot and air conditioning is seen as a necessity. Since initiating this strategy, the Company's revenues have increased from $25 million in 1988 to $284 million in 1994 and earnings per share have increased at a compound annual growth rate of 22%. Watsco has acquired eight air conditioning distributors and believes it is the only company pursuing a consolidation strategy by making significant acquisitions in the highly fragmented air conditioning distribution industry. The Company estimates there are approximately 900 air conditioning distributors in the sunbelt. The Company achieved internal sales growth of 16% and 10% for 1994 and the nine months ended September 30, 1995, respectively. The Company estimates that the market for residential central air conditioners and related supplies in the sunbelt was over $7 billion in 1994 and has grown at an annual rate of 5.6% since 1990. The replacement market has increased substantially in size over the past ten years, surpassing the homebuilding market in significance as a result of the aging of the installed base of residential central air conditioners, the introduction of new energy efficient models and the upgrading of existing homes to central air conditioning. According to the Air Conditioning and Refrigeration Institute ('ARI'), over 61 million central air conditioner units have been installed in the United States since 1975. Many of the units installed from the mid-1970s to the mid-1980s are reaching the end of their useful lives, thus providing a growing replacement market. The Company also sells to the homebuilding market and is well positioned to benefit from increases in housing starts. The Company focuses on satisfying the needs of the higher margin replacement market, where customers demand immediate, convenient and reliable service. The Company believes that its size and financial resources allow it to provide superior customer service by offering a complete product line of equipment, parts and supplies, multiple warehouse locations and well-stocked inventories. The Company sells its products from 70 branch warehouses to over 13,600 air conditioning and heating contractors and dealers. The Company also produces over 4,000 electronic and mechanical components for air conditioning, heating and refrigeration equipment that are sold to over 5,000 wholesale distributors and original equipment manufacturers ('OEMs'). In 1995, Watsco acquired four distributors which reported aggregate 1994 revenues of approximately $47 million. All of the Company's significant acquisitions to date have been nondilutive to its shareholders. In December 1995, the Company entered into a letter of intent to acquire Three States Supply Company, Inc. ('Three States'), a Memphis, Tennessee based distributor of building materials used primarily in the air conditioning and heating industry. Three States reported revenues of approximately $45 million in 1994. The Company believes that Three States serves over 5,000 customers from its nine locations in Tennessee, Arkansas, Mississippi, Alabama and Missouri. The Company's acquisition of Three States is subject to various conditions, including the negotiation of an asset purchase agreement, and accordingly there can be no assurance that such purchase will be consummated. For additional information regarding the Company's acquisition of Three States, see 'Business--Three States Acquisition,' 'Selected Financial Data' and Unaudited Pro Forma Combined Financial Statements. 3 In February 1996, the Company entered into a Stock Exchange Agreement and Plan of Reorganization (the 'Exchange Agreement') with Rheem Manufacturing Company ('Rheem') to acquire Rheem's common stock in three of the Company's distribution subsidiaries (the 'Minority Interests') in exchange for $23 million of unregistered Common Stock of Watsco. The shares of Common Stock received by Rheem will be Restricted Securities as defined in Rule 144 under the Securities Act of 1933, as amended. The actual number of shares of Common Stock to be issued to Rheem will be determined based upon the average closing sales price of the Common Stock on the New York Stock Exchange for the ten trading days preceding the closing of the transactions contemplated by the Exchange Agreement. Rheem's shares of the 6.5% Series A Preferred Stock of a subsidiary will not be acquired by the Company in the transaction. Assuming Rheem is issued shares of Common Stock pursuant to the Exchange Agreement at $17.00 per share (the last reported sale price of the Common Stock on February 6, 1996), Rheem would receive 1,352,941 shares of Common Stock in exchange for its Minority Interests. Based upon the foregoing assumption, upon completion of the Offering and consummation of the transactions contemplated by the Exchange Agreement, Rheem would own approximately 18.4% of the outstanding Common Stock of the Company. The closing of the transaction, which is expected to occur in the first quarter of 1996 is subject to certain conditions precedent, including the receipt of approval from the Federal Trade Commission. See 'Business--Relationship with Rheem Manufacturing Company' and Unaudited Pro Forma Combined Financial Statements. The Company also owns Dunhill Personnel System, Inc. ('Dunhill'), a well-known provider of permanent and temporary personnel services to business, professional and service organizations, government agencies, health care providers, and other employers. As of December 31, 1995, Dunhill had 138 franchisees and licensees and 14 Company-owned offices in 38 states, Puerto Rico and Canada and accounted in the nine months ended September 30, 1995 for less than 10% of the Company's revenues. The Company's principal executive offices are located at 2665 South Bayshore Drive, Suite 901, Miami, Florida 33133 and its telephone is (305) 858-0828. Unless the context otherwise requires, the terms 'Watsco' and the 'Company' as used in this Prospectus refer to Watsco, Inc. and its subsidiaries. DEPENDENCE ON KEY SUPPLIER The Company's primary source for air conditioners is Rheem, the second largest manufacturer of residential central air conditioners in the United States. Because approximately 55% of the aggregate purchases of the Company's distribution subsidiaries for the nine months ended September 30, 1995 are manufactured by Rheem, the Company is presently dependent on the acceptance of Rheem products. However, the Company believes that if Rheem products are not available it will be able to sell other manufacturers' products. See 'Business--Relationship with Rheem Manufacturing Company.' CONTROL BY PRINCIPAL SHAREHOLDER Upon completion of this offering and assuming the issuance of 1,352,941 shares of Common Stock to Rheem in connection with the Exchange Agreement, Albert H. Nahmad, the Company's Chairman and President, and a limited partnership controlled by him, collectively will retain beneficial ownership of approximately 5.2% of the Common Stock and 60.4% of the Class B Common Stock and will have approximately 32.5% of the combined voting power of the outstanding Common Stock and Class B Common Stock. Mr. Nahmad will continue to have the voting power to elect all but three members of the Company's nine-person Board of Directors. See 'Management.' 4 THE OFFERING Common Stock Offered by the: Company............................................................... 1,200,000 shares Selling Shareholders.................................................. 400,000 shares Common Stock to be Outstanding after the Offering(1)(2): Common Stock.......................................................... 7,354,477 shares Class B Common Stock.................................................. 1,480,681 shares Total............................................................ 8,835,158 shares Use of Proceeds by the Company............................................. To acquire Three States, to repay a portion of the Company's outstanding borrowings under its revolving credit facilities, and for general corporate purposes, including possible future acquisitions. The acquisition of Three States is not contingent upon the consummation of this offering. Common Stock--New York Stock Exchange Symbol............................... WSO Class B Common Stock--American Stock Exchange Symbol....................... WSOB
- ------------------------ (1) Assumes, as of December 31, 1995, (i) no exercise of outstanding options to purchase an aggregate of 724,780 shares of the Company's Common Stock and 337,366 shares of the Company's Class B Common Stock, par value $.50 per share ('Class B Common Stock'), (ii) no conversion of the Company's outstanding 10% Convertible Subordinated Debentures due 1996 ('Convertible Debentures'), which are convertible into 223,071 shares of Class B Common Stock, and (iii) the consummation of the Exchange Agreement with Rheem at an assumed exchange price of $17.00 per share of Common Stock (the last reported sale price of the Common Stock on February 6, 1996). (2) Excluding the Exchange Agreement with Rheem, but giving effect to the Offering, the number of shares of Common Stock to be Outstanding after the Offering would be 6,001,536 and the Total outstanding would be 7,482,217. 5 SUMMARY FINANCIAL INFORMATION (IN THOUSANDS, EXCEPT PER SHARE DATA)
YEARS ENDED DECEMBER 31, NINE MONTHS ENDED SEPTEMBER 30, ---------------------------------------------------- ----------------------------------------- (UNAUDITED) PRO FORMA PRO FORMA PRO FORMA COMBINED PRO FORMA COMBINED COMBINED AS ADJUSTED COMBINED AS ADJUSTED 1992 1993 1994 1994(1) 1994(2) 1994 1995 1995(1) 1995(2) -------- -------- -------- --------- ----------- -------- -------- --------- ----------- (UNAUDITED) INCOME STATEMENT DATA: Total revenues....................$194,633 $230,656 $283,731 $ 283,731 $ 328,672 $213,884 $250,190 $ 250,190 $ 286,424 Gross profit(3)................... 45,559 51,930 63,212 63,212 73,651 48,666 56,547 56,547 65,152 Operating income.................. 9,930 11,390 15,043 14,910 16,975 12,630 15,527 15,427 17,237 Net income........................ 2,918 5,041(4) 5,762 7,265 8,710 4,923 6,033 7,677 8,957 Earnings per share: Primary......................... $.70 $.85(4) $.89 $.93 $.97 $.77 $.91 $.96 $.98 Fully diluted(5)................ .64 .82(4) .87 .91 .95 .74 .87 .93 .94 Supplemental earnings per share: Primary......................... $.73(4) Fully diluted(5)................ .71(4) Weighted average shares outstanding: Primary......................... 4,159 5,869 6,326 7,679 8,879 6,308 6,508 7,861 9,061 Fully diluted(5)................ 5,091 6,339 6,646 7,999 9,199 6,604 6,930 8,283 9,483
SEPTEMBER 30, 1995 ----------------------------------------- (UNAUDITED) PRO FORMA PRO FORMA COMBINED ACTUAL COMBINED(6) AS ADJUSTED(7) -------- ----------- -------------- BALANCE SHEET DATA: Working capital.............................................................. $ 44,985 $ 44,985 $ 60,930 Total assets................................................................. 147,565 152,885 175,178 Long-term obligations........................................................ 7,867 7,867 7,867 Minority interests........................................................... 12,780 -- -- Shareholders' equity......................................................... 52,604 68,704 87,606
- ------------------------ (1) Gives effect to the acquisition of Rheem's Minority Interests as if it occurred as of the beginning of the periods shown. See 'Business-- Relationship with Rheem Manufacturing Company.' (2) Gives effect to the acquisition of Rheem's Minority Interests, the Three States acquisition and the issuance of 1,200,000 shares of Common Stock offered hereby by the Company as if they occurred as of the beginning of the periods shown. There can be no assurance that the Three States acquisition will be consummated. See 'Business--Relationship with Rheem Manufacturing Company' and 'Three States Acquisition.' (3) Total revenues less cost of sales and direct service expenses. (4) Historical net income and earnings per share information includes the effect of a non-recurring receipt of insurance proceeds, which increased net income by $706,000. Supplemental earnings per share excluding this item was $.73 and $.71 for primary and fully diluted earnings per share, respectively. (5) Calculated assuming conversion of the Convertible Debentures. (6) Gives effect to the acquisition of Rheem's Minority Interests as if it occurred on September 30, 1995. (7) Gives effect to the acquisition of Rheem's Minority Interests and the Three States acquisition as if they occurred on September 30, 1995 and the sale of 1,200,000 shares of Common Stock offered hereby by the Company at an assumed offering price of $17.00 per share (the last reported sale price of the Common Stock on February 6, 1996) after deducting estimated underwriting discounts and commissions and offering expenses payable by the Company and the application of the net proceeds therefrom. See 'Use of Proceeds' and 'Capitalization.' 6 USE OF PROCEEDS The net proceeds to the Company from the sale of the 1,200,000 shares of Common Stock offered hereby by the Company, assuming an offering price of $17.00 per share (the last reported sale price of the Common Stock on February 6, 1996) and after deducting estimated underwriting discounts and commissions and offering expenses payable by the Company, are anticipated to be approximately $18.9 million ($22.7 million if the Underwriters' over-allotment option is exercised in full). The Company intends to use a portion of its net proceeds to purchase the assets and assume certain liabilities of Three States at an anticipated purchase price of approximately $14 million. The Company anticipates using the remainder of the net proceeds to repay a portion of the Company's outstanding borrowings under its revolving credit facilities, for potential acquisitions and for general corporate purposes. The acquisition of Three States is not contingent upon the completion of this offering. If the Three States acquisition is not consummated, the Company anticipates using the proceeds allocated for such use to repay a portion of the Company's outstanding borrowings under its revolving credit facilities. The indebtedness of the Company to be repaid will include up to $4.9 million ($18.9 million if the Three States acquisition is not consummated) of revolving credit borrowings under the Company's various existing bank credit facilities. At December 31, 1995, such indebtedness bore interest at floating rates ranging from 6.6% to 6.8% (a weighted average interest rate of 6.7% at December 31, 1995) with maturity dates ranging from June 30, 1996 to December 31, 1998. See Note 4 to the Company's Consolidated Financial Statements. In 1995, the Company incurred indebtedness of approximately $11.9 million under its revolving credit facilities for acquisitions and additional borrowings were used primarily to fund working capital requirements of the Company's distribution subsidiaries. Pending application of the net proceeds as described above, the Company intends to invest the net proceeds in short-term investment grade or U.S. government interest bearing securities. The Company continually evaluates potential acquisitions and has had discussions with a number of potential acquisition candidates; however, the Company has no agreement with respect to any potential acquisition other than Three States. Should suitable acquisitions or working capital needs arise that would require additional financing, the Company believes that its financial position and earnings history provide a solid basis for obtaining additional financing resources at competitive rates and terms. The Company will not receive any of the proceeds from the sale of shares of Common Stock being offered by the Selling Shareholders. See 'Selling Shareholders.' 7 CAPITALIZATION The following table sets forth the total capitalization (including short term debt) of the Company as of September 30, 1995 and on a pro forma bases giving effect to (i) the acquisition of Rheem's Minority Interests and (ii) the Three States acquisition and the issuance and sale of the 1,200,000 shares of Common Stock offered hereby by the Company at an assumed offering price of $17.00 per share (the last reported sale price of the Common Stock on February 6, 1996), after deduction of estimated underwriting discounts and commissions and offering expenses payable by the Company and the application of the estimated net proceeds therefrom. See 'Use of Proceeds.' There can be no assurance that the Three States acquisition will be consummated. This table should be read in conjunction with the Consolidated Financial Statements of the Company and of Three States and the related notes, the pro forma financial information and other financial information included elsewhere in this Prospectus.
SEPTEMBER 30, 1995 ---------------------------------------- PRO FORMA PRO FORMA COMBINED ACTUAL COMBINED AS ADJUSTED -------- --------- ----------- (UNAUDITED) (IN THOUSANDS, EXCEPT SHARE DATA) Current portion of long-term obligations............................... $ 744 $ 744 $ 744 Borrowings under revolving credit agreements(1)........................ 49,433 49,433 49,433 -------- --------- ----------- 50,177 50,177 50,177 -------- --------- ----------- Long-term obligations: Bank and other debt............................................... 4,026 4,026 4,026 12% Subordinated Note due 1998.................................... 2,500 2,500 2,500 10% Convertible Subordinated Debentures due 1996.................. 1,341 1,341 1,341 -------- --------- ----------- Total long-term obligations.................................. 7,867 7,867 7,867 -------- --------- ----------- Shareholders' equity(2): Common Stock, $.50 par value, 40,000,000 shares authorized; 4,783,129 issued and outstanding; 6,136,070 issued and outstanding, pro forma combined(3); 7,336,070 issued and outstanding, pro forma combined as adjusted(3)........................................ 2,392 3,157 3,757 Class B Common Stock, $.50 par value, 4,000,000 shares authorized; 1,485,171 issued and outstanding..................................... 742 742 742 Paid-in capital................................................... 19,205 34,540 52,842 Retained earnings................................................. 30,265 30,265 30,265 -------- --------- ----------- Total shareholders' equity................................... 52,604 68,704 87,606 -------- --------- ----------- Total capitalization.................................... $110,648 $ 126,748 $ 145,650 -------- --------- ----------- -------- --------- -----------
- ------------------------ (1) Assumes cash consideration of $16.3 million for the acquisition of the assets and assumption of certain liabilities of Three States as of September 30, 1995. Since September 30, 1995, Three States has paid down certain indebtedness, which reduced its net assets, and the Company anticipates that the cash consideration to be paid by it for the assets and assumption of certain liabilities of Three States in the first quarter of 1996 will be approximately $14 million. (2) Does not include, as of September 30, 1995, (i) 720,583 shares of Common Stock and 338,153 shares of Class B Common Stock issuable upon the exercise of outstanding stock options, and (ii) 223,071 shares of Class B Common Stock issuable upon conversion of the Company's Convertible Debentures. (3) Gives effect to the issuance of 1,352,941 shares of Common Stock at an assumed price of $17.00 per share (the last reported sale price of the Common Stock on February 6, 1996) to acquire Rheem's Minority Interests. 8 PRICE RANGE OF COMMON STOCK The Company's Common Stock has been listed on the New York Stock Exchange under the symbol 'WSO' since June 1994. Prior to such time, the Company's Common Stock was listed on the American Stock Exchange under the symbol 'WSOA.' At the time of the listing of the Common Stock on the New York Stock Exchange, the Company's Class A Common Stock was redesignated Common Stock. The Company's Class B Common Stock is listed on the American Stock Exchange under the symbol 'WSOB.' The following table sets forth the high and low sale prices of the Common Stock from January 1, 1993 to June 15, 1994 as reported by the American Stock Exchange; the high and low sale prices of the Common Stock from June 16, 1994 to present as reported by the New York Stock Exchange; and the high and low sale prices of the Class B Common Stock as reported by the American Stock Exchange for the periods indicated (in each case rounded to the nearest eighth, after adjusting for the three-for-two stock split effected on May 15, 1995).
CLASS B COMMON STOCK COMMON STOCK -------------------------- -------------------------- HIGH LOW HIGH LOW ---------- ---------- ---------- ---------- 1993 First Quarter................................................ $ 9 1/8 $ 7 5/8 $ 9 1/4 $ 7 3/4 Second Quarter............................................... 10 1/2 8 7/8 10 1/2 8 7/8 Third Quarter................................................ 11 3/8 9 1/8 11 1/8 9 3/8 Fourth Quarter............................................... 9 3/4 7 7/8 9 7/8 8 1/4 1994 First Quarter................................................ 10 1/4 8 5/8 10 1/4 8 7/8 Second Quarter............................................... 11 3/8 9 5/8 11 1/4 9 7/8 Third Quarter................................................ 11 3/8 10 1/8 11 1/8 10 3/8 Fourth Quarter............................................... 11 1/8 10 3/8 11 10 1/4 1995 First Quarter................................................ 11 7/8 10 1/2 11 5/8 10 5/8 Second Quarter............................................... 13 3/4 11 3/4 13 1/2 11 5/8 Third Quarter................................................ 17 3/8 13 3/8 16 3/4 13 1/2 Fourth Quarter............................................... 17 7/8 16 3/8 17 1/2 16 1996 First Quarter (through February 6, 1996)..................... 18 3/4 16 7/8 18 7/8 16 1/2
On February 6, 1996, the last reported sale prices for each of the Common Stock and the Class B Common Stock on the New York Stock Exchange and the American Stock Exchange were $17 and $16 7/8 per share, respectively. 9 SELECTED FINANCIAL DATA (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) The following selected financial data have been derived from the Company's Consolidated Financial Statements which have been audited by Arthur Andersen LLP, independent certified public accountants. The selected financial data as of September 30, 1995 and for the nine months ended September 30, 1994 and 1995 have been derived from the unaudited consolidated financial statements of the Company. In the Company's opinion, such consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the financial position and results of operations for such periods. The results of operations for the nine months ended September 30, 1995 are not necessarily indicative of results that may be expected for the full year. The selected financial data should be read in conjunction with the Company's Consolidated Financial Statements and the notes thereto and 'Management's Discussion and Analysis of Financial Condition and Results of Operations' included elsewhere in this Prospectus. The selected pro forma financial information presented below is derived from the Unaudited Pro Forma Combined Financial Statements appearing elsewhere herein, which gives effect to: (i) the acquisition of Rheem's Minority Interests, (ii) the Three States acquisition, using the purchase method of accounting, and (iii) the issuance and sale of the Common Stock offered hereby by the Company, and the application of the net proceeds therefrom. The acquisition of Three States is subject to various conditions, including the negotiation of an asset purchase agreement, and accordingly there can be no assurance that such acquisition will be consummated. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if either the Three States acquisition or the offering had been consummated, nor necessarily indicative of the future operating results or financial position of the Company. The pro forma information should be read in conjunction with the Unaudited Pro Forma Combined Financial Statements.
YEARS ENDED DECEMBER 31, NINE MONTHS ENDED SEPTEMBER 30, ----------------------------------------------------------------------- ------------------------------- (UNAUDITED) PRO FORMA PRO FORMA COMBINED PRO FORMA COMBINED AS ADJUSTED COMBINED 1990 1991 1992 1993 1994 1994(1) 1994(2) 1994 1995 1995(1) -------- -------- -------- -------- -------- --------- ----------- -------- -------- ----------- (UNAUDITED) INCOME STATEMENT DATA: Total revenues..........$117,749 $169,318 $194,633 $230,656 $283,731 $ 283,731 $ 328,672 $213,884 $250,190 $ 250,190 Gross profit(3)......... 30,470 40,906 45,559 51,930 63,212 63,212 73,651 48,666 56,547 56,547 Operating income........ 7,006 8,576 9,930 11,390 15,043 14,910 16,975 12,630 15,527 15,427 Interest expense........ (2,896) (4,059) (3,197) (2,756) (3,155) (3,155) (3,155) (2,278) (3,064) (3,064) Insurance proceeds...... -- -- -- 1,130 -- -- -- -- -- -- Income taxes............ (1,531) (1,973) (2,746) (3,819) (4,630) (4,630) (5,562) (4,065) (4,867) (4,867) Minority interests(4)... (728) (1,010) (1,470) (1,287) (1,636) -- -- (1,446) (1,744) -- Net income.............. 1,975 1,990 2,918 5,041(5) 5,762 7,265 8,710 4,923 6,033 7,677 Earnings per share: Primary............... $.61 $.50 $.70 $.85(5) $.89 $.93 $.97 $.77 $.91 $.96 Fully diluted(6)...... .56 .48 .64 .82(5) .87 .91 .95 .74 .87 .93 Weighted average shares outstanding: Primary............... 3,190 3,987 4,159 5,869 6,326 7,679 8,879 6,308 6,508 7,861 Fully diluted(6)...... 4,141 4,929 5,091 6,339 6,646 7,999 9,199 6,604 6,930 8,283 Cash dividends declared per share: Common Stock............ $.19 $.22 $.15 $.16 $.17 $.13 $.14 Class B Common Stock.... .17 .20 .14 .16 .17 .13 .14 PRO FORMA COMBINED AS ADJUSTED 1995(2) ----------- INCOME STATEMENT DATA: Total revenues.......... $ 286,424 Gross profit(3)......... 65,152 Operating income........ 17,237 Interest expense........ (3,064) Insurance proceeds...... -- Income taxes............ (5,700) Minority interests(4)... -- Net income.............. 8,957 Earnings per share: Primary............... $.98 Fully diluted(6)...... .94 Weighted average shares outstanding: Primary............... 9,061 Fully diluted(6)...... 9,483 Cash dividends declared per share: Common Stock............ Class B Common Stock....
YEARS ENDED DECEMBER 31, SEPTEMBER 30, 1995 ----------------------------------------------------- ---------------------- (UNAUDITED) PRO FORMA 1990 1991 1992 1993 1994 ACTUAL COMBINED(7) ------- ------- ------- -------- -------- -------- ----------- BALANCE SHEET DATA: Working capital..................... $22,048 $23,763 $27,800 $ 39,262 $ 40,095 $ 44,985 $ 44,985 Total assets........................ 82,322 81,767 81,138 109,685 119,664 147,565 152,885 Long-term obligations............... 16,867 14,830 13,539 7,848 6,724 7,867 7,867 Minority interests.................. 6,637 7,373 8,229 11,553 11,857 12,780 -- Shareholders' equity................ 18,935 20,832 25,272 41,754 46,816 52,604 68,704 PRO FORMA COMBINED AS ADJUSTED(8) -------------- BALANCE SHEET DATA: Working capital..................... $ 60,930 Total assets........................ 175,178 Long-term obligations............... 7,867 Minority interests.................. -- Shareholders' equity................ 87,606
10 - ------------------------ (1) Gives effect to the acquisition of Rheem's Minority Interests as if it occurred as of the beginning of the periods shown. See 'Business--Relationship with Rheem Manufacturing Company.' (2) Gives effect to the acquisition of Rheem's Minority Interests, the Three States acquisition and the issuance of 1,200,000 shares of Common Stock offered hereby by the Company as if they occurred as of the beginning of the periods shown. There can be no assurance that the Three States acquisition will be consummated. See 'Business--Relationship with Rheem Manufacturing Company' and 'Three States Acquisition.' (3) Total revenues less cost of sales and direct service expenses. (4) Represents the pro rata share of earnings allocated to Rheem as a result of its 20% ownership interests in Gemaire and Comfort Supply and 50% ownership interest (49.5% prior to January 1, 1992) in Heating & Cooling. See Note 1 to the Company's Consolidated Financial Statements. (5) Includes the effect of a non-recurring receipt of insurance proceeds, which increased net income by $706,000. Excluding this item, primary and fully diluted earnings per share would have been $.73 and $.71, respectively. (6) Calculated assuming conversion of the Convertible Debentures. (7) Gives effect to the acquisition of Rheem's Minority Interests as if it occurred on September 30, 1995. (8) Gives effect to the acquisition of Rheem's Minority Interests and the Three States acquisition as if they occurred on September 30, 1995 and the sale of 1,200,000 shares of Common Stock offered hereby by the Company at an assumed offering price of $17.00 per share (the last reported sale price of the Common Stock on February 6, 1996) after deducting estimated underwriting discounts and commissions and offering expenses payable by the Company and the application of the net proceeds therefrom. See 'Use of Proceeds' and 'Capitalization.' 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL From its inception through 1988, Watsco was primarily a manufacturer of replacement parts for air conditioning, heating and refrigeration equipment. In January 1989, the Company significantly increased its presence in the climate control industry through its acquisition of 80% (and Rheem acquired 20%) of the capital stock of Gemaire Distributors, Inc. ('Gemaire'), a distributor of residential central air conditioners in Florida, for an aggregate purchase price of approximately $17.1 million. In October 1990, the Company acquired 50% and Rheem acquired 50% of the capital stock of Heating & Cooling Supply, Inc. ('Heating & Cooling'), a distributor of residential central air conditioners in southern California, Arizona and Nevada, for an aggregate purchase price of approximately $31.5 million. In April 1993, the Company acquired 80% and Rheem acquired 20% of the capital stock of Comfort Supply, Inc. ('Comfort Supply'), a distributor of residential central air conditioners in Texas, for an aggregate purchase price of approximately $4.0 million. In March 1995, Gemaire purchased the operating assets and assumed certain liabilities of H.B. Adams, Inc., a wholesale distributor of air conditioning, heating and refrigeration products located in Tampa, Florida, for approximately $7.8 million. In October 1995, the Company purchased the operating assets and assumed certain liabilities of Central Air Conditioning Distributors, Inc. ('Central Air Conditioning'), a North Carolina-based distributor of air conditioning, heating and refrigeration products, for approximately $9.0 million. The Company signed a letter of intent in December 1995 to acquire the assets and assume certain liabilities of Three States, a Tennessee-based wholesale distributor of air conditioning, heating and building supplies. Other smaller acquisitions have been made over the past three years to gain market share and to enter into new market areas. In February 1996, the Company entered into the Exchange Agreement with Rheem to acquire Rheem's Minority Interests in the Company's distribution subsidiaries. The Company expects the transactions contemplated by the Exchange Agreement to close in the first quarter of 1996. RESULTS OF OPERATIONS The following table presents for the periods indicated certain items of the Company's Consolidated Financial Statements for the years ended December 31, 1993 and 1994 and for the nine months ended September 30, 1994 and 1995, expressed as a percentage of total revenues:
YEARS ENDED NINE MONTHS ENDED DECEMBER 31, SEPTEMBER 30, ------------------ ---------------- 1993(1) 1994 1994 1995 ------- ----- ----- ----- (UNAUDITED) Total revenues....................................................... 100.0% 100.0% 100.0% 100.0% Cost of sales and direct service expenses............................ 77.5 77.7 77.2 77.4 ------- ----- ----- ----- Gross profit.................................................... 22.5 22.3 22.8 22.6 Selling, general and administrative expenses......................... 17.6 17.0 16.8 16.4 ------- ----- ----- ----- Operating income................................................ 4.9 5.3 6.0 6.2 Investment income, net............................................... .2 -- -- .1 Interest expense..................................................... 1.2 1.1 1.1 1.2 Income taxes......................................................... 1.4 1.6 1.9 2.0 Minority interests................................................... .6 .6 .7 .7 ------- ----- ----- ----- Net income...................................................... 1.9% 2.0% 2.3% 2.4% ------- ----- ----- ----- ------- ----- ----- -----
- ------------------------ (1) Excludes non-recurring income from the receipt of insurance proceeds. 12 COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1995 WITH NINE MONTHS ENDED SEPTEMBER 30, 1994 Revenues for the nine months ended September 30, 1995 increased $36.3 million, or 17%, compared to the same period in 1994. The distribution subsidiaries' revenues increased $35.1 million, or 20%. Excluding the effect of acquisitions, revenues for the distribution subsidiaries increased $17.7 million, or 10%. This increase in sales was mainly due to increased sales of replacement air conditioners in each of the Company's primary distribution markets. Revenues in the Company's manufacturing operations increased $134,000, or 1%, primarily due to new product offerings to aftermarket customers which have more than offset lower sales to overstocked OEM customers. Revenues in the personnel services operations increased $1.0 million, or 5%, reflecting higher demand for temporary help services and greater customer acceptance of new product offerings such as professional staffing and technical temporaries. Gross profit for the nine months ended September 30, 1995 increased $7.9 million, or 16%, as compared to the same period in 1994. Excluding the effect of acquisitions, gross profit increased $3.9 million, or 8%, primarily as a result of the aforementioned revenue increases. Gross profit margin for the nine month period decreased to 22.6% in 1995 from 22.8% in 1994, with 1995 acquisitions having no effect on gross profit margin. These decreases were primarily due to the increased sale of lower margin products by the distribution subsidiaries and new product start-up costs in the manufacturing operations. Selling, general and administrative expenses for the nine months ended September 30, 1995 increased $5.0 million, or 14%, compared to the same period in 1994, primarily due to selling and delivery costs related to increased sales. Excluding the effect of acquisitions, selling, general and administrative expenses increased $2.1 million, or 6%, also due to revenue increases. Selling, general and administrative expenses as a percent of revenues decreased to 16.4% in 1995 from 16.8% in 1994, with 1995 acquisitions having no effect on such percentage. This decrease was the result of a larger revenue base over which to spread fixed costs. Interest expense for the nine months ended September 30, 1995 increased $786,000, or 35%, compared to the same period in 1994, due to higher interest rates and additional borrowings used to finance acquisitions and increased inventory levels required by sales growth and stocking requirements in new branch locations. Excluding the effect of acquisitions, interest expense increased $444,000, or 19%, primarily due to higher interest rates and higher average monthly borrowings. The effective tax rate for the nine months ended September 30, 1995 was 38.5% compared to 39.0% for the same period in 1994. The decrease is primarily a result of a proportionately larger share of taxable income generated in states with higher tax rates during 1994 as compared to 1995. COMPARISON OF YEAR ENDED DECEMBER 31, 1994 WITH YEAR ENDED DECEMBER 31, 1993 Revenues in 1994 increased $53.1 million, or 23%, over 1993. The distribution subsidiaries' revenues increased $48.3 million, or 27%. Excluding the effect of acquisitions, revenues for the distribution subsidiaries increased $28.6 million, or 16%. This increase in sales was mainly due to hot weather in the western market, strong replacement sales in Florida and increased export sales. Revenues in the Company's manufacturing operations increased $2.1 million, or 10%, primarily due to the introduction of new products. Revenues in the personnel services segment increased $2.7 million, or 10%, reflecting greater demand for temporary help services. Gross profit in 1994 increased $11.3 million, or 22%, over the prior year. Excluding the effect of acquisitions, gross profit increased $7.3 million, or 14%, primarily as a result of the increase in revenues 13 described above. Gross profit margin decreased from 22.5% in 1993 to 22.3% in 1994 with acquisitions not changing gross profit margin significantly. Selling, general and administrative expenses in 1994 increased $7.6 million, or 19%, over the prior year, primarily due to the full year effect of the 1993 acquisitions. Excluding the effect of acquisitions, selling, general and administrative expenses increased $4.0 million, or 10%, from the prior year due to increased selling and delivery costs caused by increased sales. As a percentage of revenues, selling, general and administrative expenses decreased from 17.6% in 1993 to 17.0% in 1994 and, excluding the effect of acquisitions, decreased from 17.6% in 1993 to 16.9% in 1994. This decrease was the result of a larger revenue base over which to spread fixed costs. Other income in 1993 includes the non-recurring receipt of insurance proceeds of $1.1 million for business interruption claims related to Hurricane Andrew. Interest expense in 1994 increased $399,000, or 14%, from the prior year due to higher borrowings from acquired businesses and interest rate increases during 1994. The effective income tax rate in 1994 increased to 38.5% compared to 37.6% in the prior year. The increase was primarily a result of the proportionately larger share of taxable income generated in higher tax rate states in 1994 compared to 1993. LIQUIDITY AND CAPITAL RESOURCES The Company has adequate availability of capital from operations and revolving credit facilities to fund current operations and anticipated growth, including expansion in the Company's current and targeted market areas, through 1996. At November 30, 1995, the Company's subsidiaries had aggregate borrowing commitments from lenders under existing revolving credit agreements of $72.0 million, of which $12.2 million was unused and available. The weighted average interest rate for these commitments is 6.7%. The total amount of borrowing commitments expiring in 1996 is $12.0 million. Certain of the subsidiaries' revolving credit agreements contain provisions limiting the payment of dividends to their shareholders. The Company does not anticipate that these limitations on dividends will have a material effect on the Company's ability to meet its cash obligations. For a discussion of the financial and other terms of the revolving credit facilities, see Note 4 to the Company's Consolidated Financial Statements. Working capital increased to $45.0 million at September 30, 1995 from $40.1 million at December 31, 1994 due to higher levels of accounts receivable caused by higher sales volume and improved cash flow which lowers the amount of inventory financed by revolving credit facilities. Cash and cash equivalents increased $1.4 million during the nine months ended September 30, 1995. Principal sources of cash were profitable operations, increased borrowings under revolving credit agreements, and proceeds from the sale of marketable securities, primarily consisting of tax exempt municipal bonds. The principal uses of cash were to fund acquisitions, finance capital expenditures, reduce long-term obligations and fund working capital needs. Inventory purchases are substantially funded by borrowings under the subsidiaries' revolving credit agreements. The Company expects to use a portion of the net proceeds of this offering to pay for the acquisition of Three States. However, the acquisition of Three States is not contingent upon the completion of this offering. In the event this offering is not consummated, or if the net proceeds are not equal to the purchase 14 price, the Company has received indications from its lenders that it will be able to obtain financing for the acquisition. In February 1996, the Company entered into the Exchange Agreement with Rheem pursuant to which the Company will exchange $23 million of unregistered Common Stock of the Company for Rheem's Minority Interest in Gemaire (20%), Comfort Supply (20%) and Heating & Cooling (50%). See 'Business-- Relationship with Rheem Manufacturing Company.' The Company believes the restructuring will enhance its ability to obtain future financings and to effect acquisitions. In February 1996, the Company received a proposal from one of its lenders to syndicate a master $125 million unsecured revolving credit facility. This facility would replace all of the Company's existing revolving credit facilities and provide the Company up to $53 million of additional availability to fund future growth. The Company continually evaluates potential acquisitions and has had discussions with a number of potential acquisition candidates; however, the Company has no agreement with respect to any potential acquisition other than Three States. Should suitable acquisitions or working capital needs arise that would require additional financing, the Company believes that its financial position and earnings history provide a solid basis for obtaining additional financing resources at competitive rates and terms. SEASONALITY Sales of residential central air conditioners, heating equipment and parts and supplies manufactured and distributed by the Company have historically been seasonal. Demand related to the residential replacement market generally peaks in the third quarter for air conditioners (the Company's principal distribution product) and in the fourth quarter for heating equipment. Demand related to the new construction market varies according to the season, with increased demand generally from March through October. See Note 14 to the Company's Consolidated Financial Statements. 15 BUSINESS GENERAL The Company is the largest distributor of residential central air conditioners in the United States, with leading positions in Florida, Texas and California, the three largest air conditioning markets in the country, as well as significant positions in Alabama, Arkansas, Arizona, Louisiana, Nevada and North Carolina. In 1989, the Company embarked on a strategy of establishing a network of distribution facilities across the sunbelt where U.S. population growth is greatest, weather patterns are predictably hot and air conditioning is seen as a necessity. Since initiating this strategy, the Company's revenues have increased from $25 million in 1988 to approximately $284 million in 1994 and earnings per share have increased at a compound annual growth rate of 22%. Watsco has acquired eight air conditioning distributors and believes it is the only company pursuing a consolidation strategy by making significant acquisitions in the highly fragmented air conditioning distribution industry. The Company estimates there are 900 air conditioner distributors in the sunbelt. The Company achieved internal sales growth of 16% and 10% for 1994 and the nine months ended September 30, 1995, respectively. The following table sets forth for the periods indicated revenues and operating income (net income before interest expense, net investment income, insurance proceeds and unallocated corporate overhead expenses) attributable to the Company's businesses (in thousands):
NINE MONTHS ENDED YEARS ENDED DECEMBER 31, SEPTEMBER 30, -------------------------------- -------------------- 1992 1993 1994 1994 1995 -------- -------- -------- -------- -------- (UNAUDITED) REVENUES: Climate control segment: Distribution.................................... $146,269 $181,524 $229,796 $174,110 $209,241 Manufacturing................................... 22,871 21,543 23,637 17,314 17,448 -------- -------- -------- -------- -------- Total climate control segment................ 169,140 203,067 253,433 191,424 226,689 Personnel services segment........................ 25,493 27,589 30,298 22,460 23,501 -------- -------- -------- -------- -------- Total...................................... $194,633 $230,656 $283,731 $213,884 $250,190 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- OPERATING INCOME: Climate control segment: Distribution.................................... $ 10,025 $ 11,643 $ 14,694 $ 12,038 $ 15,233 Manufacturing................................... 2,128 946 1,707 1,479 1,040 -------- -------- -------- -------- -------- Total climate control segment................ 12,153 12,589 16,401 13,517 16,273 Personnel services segment........................ (131) 422 1,216 1,033 882 -------- -------- -------- -------- -------- Total...................................... $ 12,022 $ 13,011 $ 17,617 $ 14,550 $ 17,155 -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
RESIDENTIAL CENTRAL AIR CONDITIONING INDUSTRY The Company estimates that in 1994 the market for residential central air conditioners and related supplies in the sunbelt is over $7 billion and has grown at an annual rate of 5.6% since 1990. Residential central air conditioners are manufactured primarily by seven major companies that account for a substantial majority of the units shipped. These companies are: Carrier Air Conditioning, Inc., Rheem Manufacturing Company, Lennox Industries, Inc., The Trane Company, Inter-City Products Corporation, York Air Conditioning & Refrigeration, Inc., and Goodman Manufacturing Corporation. 16 The major manufacturers distribute their products primarily through independent distributors who in turn supply the equipment and related parts and supplies to contractors and dealers nationwide who sell to, and install the products for, the consumer. Several of the major manufacturers distribute a significant portion of their products through factory-owned distribution organizations. Rheem distributes substantially all of its central air conditioners through independent distributors. Residential central air conditioners are sold to the replacement and the homebuilding markets. The replacement market has increased substantially in size over the past ten years, surpassing the homebuilding market in significance as a result of the aging of the installed base of residential central air conditioners, the introduction of new energy efficient models and the upgrading of existing homes to central air conditioning. According to the ARI, over 61 million central air conditioners have been installed in the United States since 1975. Many of the units installed from the mid-1970s to the mid-1980s are reaching the end of their useful lives, thus providing a growing replacement market. The mechanical life of central air conditioners varies by region due to usage and is estimated to range from 8 to 12 years in Florida and Texas to approximately 18 years in California. BUSINESS STRATEGY The Company focuses on satisfying the needs of the higher margin replacement market, where customers demand immediate, convenient and reliable service. Therefore, the Company has adopted a strategy of (i) offering complete product lines, including all equipment and components necessary to install or repair a central air conditioner, (ii) utilizing multiple warehouse locations in a single metropolitan market for increased customer convenience, and (iii) maintaining large, well-stocked inventories to ensure that customer orders are filled on site in a timely manner. This strategy provides the Company with a competitive advantage over its smaller, lesser-capitalized competitors who are unable to maintain the same inventory levels and product variety as the Company. The Company believes it has a competitive advantage over factory-owned distributors who typically do not maintain inventories of all parts and equipment and whose limited number of warehouse locations make it difficult to meet the time-sensitive demands of the replacement market. The Company also sells to the homebuilding market. The Company believes that its reputation for reliable, high quality service and its relationships with contractors, who generally serve both the replacement and new construction markets, allows it to compete effectively in this segment of the market. Homebuilding, in many of the markets the Company serves, remains below levels of the mid-1970s to mid-1980s. However, should homebuilding increase in those markets, the Company is well positioned to benefit from such increases. The Company's acquisition strategy is to establish a network of distribution facilities across the sunbelt and, since 1989, it has acquired eight air conditioning distributors. The Company believes it is the only company pursuing a consolidation strategy by making significant acquisitions in the highly fragmented air conditioning distribution industry. As of December 31, 1995, the Company operated 70 branch warehouses in nine states. This geographic diversification across the sunbelt minimizes the impact of unseasonably mild weather on the replacement of air conditioners. The Three States acquisition will further diversify the Company geographically with the addition of nine branches in five states. The following is a description of the Company's acquisitions completed in 1995: Airite, Inc. In February 1995, the Company acquired Airite, Inc., a wholesale distributor of residential central air conditioners with branches in Shreveport and Monroe, Louisiana and Texarkana, Texas. Airite sells to nearly 400 licensed air conditioning and heating contractors and the Company believes that Airite had 1994 revenues of approximately $3.5 million. 17 H.B. Adams, Inc. In March 1995, the Company acquired certain assets of H.B. Adams, Inc. H.B. Adams is a wholesale distributor of air conditioning, heating and refrigeration products and operates seven branches in the Tampa, Florida market area, the second largest market for air conditioning equipment in Florida. The Company believes that H.B. Adams had fiscal 1995 revenues of approximately $20.2 million. Environmental Equipment & Supplies, Inc. In June 1995, the Company acquired certain assets of Environmental Equipment and Supplies, Inc. Environmental Equipment is a wholesale distributor of air conditioning and heating equipment and sells to approximately 300 licensed air conditioning and heating contractors. Environmental Equipment operates from two branches in Fort Smith and Jonesboro, Arkansas. Environmental Equipment reported revenues in 1994 of approximately $5.6 million. Central Air Conditioning Distributors, Inc. In October 1995, the Company acquired certain assets of Central Air Conditioning, Inc., a wholesale distributor of residential central air conditioners and related products. Central Air Conditioning sells to approximately 1,200 licensed air conditioning and heating contractors from five branches in North Carolina. Central Air Conditioning reported revenues of approximately $17.6 million in 1994. THREE STATES ACQUISITION In December 1995, the Company entered into a letter of intent with respect to the proposed acquisition of Three States, a distributor of building materials used primarily in the air conditioning and heating industry. Three States reported revenues of approximately $45 million in 1994. The Company believes that Three States serves over 5,000 customers from its nine locations in Memphis and Nashville, Tennessee; Little Rock and Fort Smith, Arkansas; Jackson, Mississippi; Huntsville, Alabama; and St. Louis, Missouri. The terms of the letter of intent among the Company, Three States and the 99.8% stockholder of Three States provide that the Company will acquire the assets and assume certain liabilities of Three States. The purchase price will be calculated as of the closing date of the acquisition and is expected to be approximately $14 million, subject to adjustment. The consummation of the acquisition is subject to the negotiation of definitive agreements and certain other conditions, including satisfactory due diligence review by the Company and the absence of material adverse changes in the operation or condition of Three States, and accordingly there can be no assurance that the Company's acquisition of Three States will be consummated. The Company expects to use a portion of the net proceeds of this offering to pay for the acquisition of Three States. However, the acquisition of Three States is not contingent upon the completion of this offering. In the event this offering is not consummated, or if the net proceeds are not equal to the purchase price, the Company has received indications from its lenders that it will be able to obtain financing for the acquisition. See 'Management's Discussion and Analysis of Financial Condition and Results of Operations--Liquidity and Capital Resources.' DISTRIBUTION OPERATIONS Products. The Company markets a complete line of residential central air conditioners (primarily under the Rheem brand name) and related parts and supplies and maintains sufficient inventory to meet its customers' immediate needs. The Company's strategy is to provide every product a contractor generally would require in order to install or repair a residential or light commercial central air conditioner. Such 18 products include residential central air conditioners ranging from 1 1/2 to 5 tons*, light commercial air conditioners ranging up to 20 tons, insulation, grills, sheet metal and other ductwork, copper tubing, concrete pads, and tape. In addition, the Company also sells products such as electric and gas heating units, air-to-air heat pumps and rooftop equipment. Sales of air conditioning and heating equipment accounted for approximately 66% and 63% of the distribution subsidiaries' revenues for 1994 and the nine months ended September 30, 1995, respectively. Sales of parts and supplies (currently approximately 28,000 different parts and supplies) comprised the remaining portions of revenues. In 1994 and the nine months ended September 30, 1995, purchases of Rheem products represented approximately 57% and 55%, respectively, of the aggregate purchases of the Company's distribution subsidiaries. Any significant interruption in the delivery of Rheem's products would inhibit the Company's ability to continue to maintain its current inventory levels and could adversely affect the Company's business. The Company's future results of operations are also materially dependent upon the continued market acceptance of Rheem products and the ability of Rheem to continue to manufacture products that comply with laws relating to environmental and efficiency standards. Distribution and Sales. The Company operates out of 70 branch warehouses located in regions of the sunbelt which the Company believes have favorable demographic trends. The Company maintains well-stocked inventories at each warehouse location to meet the immediate needs of its customers. This is accomplished by transporting inventory between warehouses daily and either directly delivering products to customers with the Company's fleet of 137 trucks or making the products available for pick-up at the nearest branch. The Company has 111 commissioned salespeople who average 16 years of experience in the residential central air conditioning equipment industry. Customers and Customer Service. The Company sells to contractors and dealers who service the new construction and replacement markets for residential and light commercial central air conditioners. In 1995, the Company served over 13,600 customers, with no single customer accounting for more than 2% of consolidated revenues. The Company focuses on providing products where and when the customer needs them, technical support by phone or on site as required, and quick and efficient service at the branch locations. Management believes that the Company successfully competes with other distributors in the residential and light commercial central air conditioning market primarily on the basis of its experienced sales organization, strong service support, high quality reputation, extensive branch network and broad product lines. MANUFACTURING OPERATIONS The Company produces over 4,000 electronic and mechanical components for air conditioning, heating and refrigeration equipment that are sold to over 5,000 wholesale distributors and OEMs, with no single customer accounting for more than 1% of consolidated revenues. The Company's products include: components, such as line tap and specialty valves, motor compressor protectors, liquid sight glasses, warm air controls; and equipment, such as vacuum pumps, and refrigerant recovery systems. Many of the Company's products are patented and compete in the market place based on uniqueness as well as quality and price. The Company's OEM customers include most of the major air conditioning manufacturers, including Rheem, Carrier Air Conditioning, Inc., and Inter-City Products Corporation. The Company conducts research and development to improve the quality and performance of its manufactured products and to develop new products and product line improvements. The Company performs research and development both in-house and by extensive field testing of products. The - ------------------------ * The cooling capacity of air conditioning units is measured in tons. One ton of cooling capacity is equivalent to 12,000 BTUs and is generally adequate to air condition approximately 500 square feet of residential space. 19 Company's engineering staff, consisting of 11 employees, develops new customized products to end-user specification and continuously improves, supplements and enhances product lines with newly developed products. RELATIONSHIP WITH RHEEM MANUFACTURING COMPANY The Company believes that it maintains a unique and mutually beneficial relationship with Rheem, the second largest manufacturer of residential central air conditioners in the United States. Rheem has a well-established reputation of producing high-quality, competitively priced products. The Company believes that Rheem's current product offerings, quality, serviceability and brand-name recognition allow the Company to operate favorably against its competitors. To maintain brand-name recognition, Rheem provides national advertising and participates with the Company in cooperative advertising programs and promotional incentives that are targeted to both contractors and homeowners. The Company estimates the replacement market currently accounts for approximately 65% of industry sales in the United States and is expected to increase as units installed in the 1970s and 1980s wear out and are replaced or updated to more energy-efficient models. The Company believes Rheem's products have wide acceptance in the replacement market based on their high efficiency and low noise level, two key homeowner considerations. Additionally, Rheem has demonstrated the flexibility to manufacture products to international specifications to meet export demands. The Company is Rheem's largest distributor and has been granted exclusive rights under distribution agreements for Rheem brand-name products in each of the most significant market areas and many of the major metropolitan areas in the United States sunbelt including: the State of Florida; the eastern half of Texas (including the Dallas, Houston, San Antonio and Austin metropolitan areas), southern and central California; the State of Arizona; the State of Nevada; western North Carolina (including the Charlotte metropolitan area) and additional territories in Louisiana, Alabama and Arkansas. The Company also has distribution rights for the Rheem brand-name or Weatherking brand-name (manufactured by Rheem) in substantially all of Central America, South America and the Caribbean. Rheem acquired minority ownership interests in Gemaire (20%), Comfort Supply (20%) and Heating & Cooling Supply (50%) as a joint venture partner in the acquisition of each of these subsidiaries. In February 1996, the Company and Rheem restructured their relationship by entering into the Exchange Agreement which the Company believes will enhance its ability to obtain future financings and to effect acquisitions. The terms of the Exchange Agreement provide for the exchange of $23 million of unregistered Common Stock of the Company (1,352,941 shares assuming the last reported sales price of the Common Stock on February 6, 1996 of $17.00) for Rheem's Minority Interests. The actual number of shares of Common Stock to be issued to Rheem will be determined based upon the average closing sales price of the Common Stock on the New York Stock Exchange for the ten trading days preceding the closing of the transactions contemplated by the Exchange Agreement. Based upon the foregoing assumption, upon completion of the Offering and consummation of the transactions contemplated by the Exchange Agreement, Rheem would own approximately 18.4% of the outstanding Common Stock of the Company. The closing of the transaction, which is expected to occur in the first quarter of 1996, is subject to certain conditions precedent, including the receipt of approval from the Federal Trade Commission. After the closing of the transactions contemplated by the Exchange Agreement, the Chief Executive Officer of Rheem shall be listed in Watsco's proxy as a nominee to the Company's board of directors. The Company's distribution subsidiaries operate under distribution agreements with Rheem. It is contemplated under the Exchange Agreement that the distribution agreements of three of the distribution subsidiaries (Gemaire, Comfort Supply and Heating & Cooling) will extend through 2006 with annual renewals thereafter. The fourth distribution agreement (Central Air Conditioning) can be terminated at any time without cause by either party. The Gemaire, Comfort Supply and Heating & Cooling distribution 20 agreements contain provisions limiting the sale of products that are directly competitive with Rheem products. Based on the acceptance of other complimentary, non-competitive equipment products and the Company's additional focus on the sales of parts and supplies, the Company does not believe that these limitations have a material effect on its operations. Except for the limitations set forth in Gemaire's, Comfort Supply's and Heating & Cooling's distribution agreements, the Company may distribute other manufacturers' lines of air conditioning equipment. The Company and Rheem have modified certain other agreements with respect to each of the distribution subsidiaries on terms that are favorable to the Company. The previous agreements (see Note 10 to the Company's Consolidated Financial Statements) provided Rheem with the right to 'call' from the Company and the Company with the right to 'put' to Rheem the Company's ownership interests in Gemaire, Comfort Supply and Heating & Cooling during specified periods according to prescribed valuation formulas. The Company believes that the modifications included in the Exchange Agreement effectively eliminated the put/call agreements because the rights to 'put' or 'call' become exercisable primarily upon occurrence of certain insolvency events. PERSONNEL SERVICES Dunhill, founded in 1952, is one of the nation's best known personnel service networks. Through franchised, licensed, and company-owned offices in 38 states, Puerto Rico and Canada, Dunhill provides permanent placement and temporary help services to business, professional and service organizations, government agencies, health care providers, and other employers. As of December 31, 1995, Dunhill's operations consisted of 115 franchised permanent placement offices and 18 franchised, 5 licensed, and 14 company-owned temporary personnel service offices. Dunhill's franchisees operate their businesses autonomously within the framework of the Company's policies and standards, and recruit, employ, and pay their own employees, including temporary employees. Dunhill's permanent placement division recruits primarily middle-management, sales, technical, administrative, and support personnel for permanent employment in a wide variety of industries and positions. The fees paid by employers to Dunhill for its permanent placement services are typically contingent upon the Company's successful placement of an employee and are generally a percentage of the annual compensation to be paid to the new employee. Dunhill receives an initial fee from all licensees and franchisees, and on-going revenues from (i) temporary help licensees of approximately 7% of the licensee's gross receipts and (ii) royalty fees from permanent placement and temporary help franchisees of approximately 7% and 1 1/2% to 3%, respectively, of gross franchisee receipts. Licenses and franchises are generally granted for 5 and 10 year terms, respectively, and are typically renewable at the option of the licensee or franchisee for additional terms of 5 and 10 years, respectively. COMPETITION All of the Company's businesses operate in highly competitive environments. The Company's distribution business competes with a number of distributors and also with air conditioner manufacturers who distribute a significant portion of their products through factory-owned distribution organizations. Many of the manufacturers which have distribution organizations are larger and have greater financial resources than those of the Company. Competition within any given geographic market is based upon product availability, customer service, price and quality. The Company's manufacturing business has several major competitors, a few of which are larger and have greater financial resources. Dunhill competes with numerous other large and small national, regional, and local personnel service providers. Competitive pressures or other factors could cause the Company's products or services to lose market acceptance or result in significant price erosion, all of which would have a material adverse effect on the Company's profitability. 21 MANAGEMENT Certain information concerning directors and executive officers of the Company and the Presidents of the principal subsidiaries of the Company is set forth below:
NAME AGE POSITION WITH THE COMPANY - ---- --- ------------------------- DIRECTORS AND EXECUTIVE OFFICERS Albert H. Nahmad 55 Chairman of the Board and President Ronald P. Newman 49 Chief Financial Officer, Secretary and Treasurer D.A. Coape-Arnold 78 Director David B. Fleeman(1) 82 Director James S. Grien(2) 38 Director Paul F. Manley(1)(3) 59 Director Bob L. Moss(2) 48 Director Roberto Motta 82 Director Alan H. Potamkin 47 Director PRINCIPAL SUBSIDIARY PRESIDENTS Kenneth A. Perkins 58 President of Gemaire Donald H. Huslage 64 President of Heating & Cooling Eric A. Young 37 President of Comfort Supply Michael B. Huff 34 President of Central Air Conditioning Neal Fischer 44 President of Watsco Components, Inc. Daniel H. Abramson 46 President of Dunhill
- ------------------------ (1) Member of the Compensation Committee of the Board of Directors. (2) Member of the Stock Option Committee of the Board of Directors. (3) Member of the Audit Committee of the Board of Directors. ALBERT H. NAHMAD has served as Chairman of the Board and President of the Company since 1973. Mr. Nahmad is the general partner of Alna Capital Associates, a New York limited partnership, which is the principal shareholder of the Company. Mr. Nahmad also serves as a member of the Board of Directors of the Panama Canal Commission, a United States federal agency. Additionally Mr. Nahmad is a director of American Bankers Insurance Group, Inc. and Pediatrix Medical Group, Inc., publicly held companies. RONALD P. NEWMAN has served as Chief Financial Officer, Secretary and Treasurer of the Company since 1982. Prior to joining the Company, Mr. Newman, a certified public accountant, was associated with the accounting firm of Arthur Young & Company from 1977 to 1982. D.A. COAPE-ARNOLD has been a director of the Company since 1981. Since 1988, Mr. Coape-Arnold has also served as Chairman of the Board and Chief Executive Officer of Dunhill. From 1982 to present, Mr. Coape-Arnold has served as a consultant for a variety of businesses. From 1978 until 1982, he served as Vice President of publicly held Wickes Corporation. From 1961 to 1978, Mr. Coape-Arnold served as Vice President and Group Executive of publicly held W.R. Grace & Co. DAVID B. FLEEMAN has been a director of the Company since 1977. Since 1956, Mr. Fleeman has served as the Managing Partner of Fleeman Builders, a Florida general partnership engaged primarily in real estate development. JAMES S. GRIEN has been a director of the Company since 1994. Mr. Grien is a Managing Director in the Investment Banking Group of Prudential Securities Incorporated and has been employed by Prudential Securities Incorporated in various positions since 1989. 22 PAUL F. MANLEY has been a director of the Company since 1984. Mr. Manley served as Executive Director of the law firm of Holland & Knight from 1987 to 1991. From 1982 to 1987, Mr. Manley served as Vice President of Planning at Sensormatic Electronics Corporation, a publicly held manufacturer of electronic article surveillance systems. Prior to 1982, Mr. Manley served as the Managing Partner of the Miami office of Arthur Young & Company. BOB L. MOSS has been a director of the Company since 1992. Since 1986 Mr. Moss has served as President and Chief Executive Officer of Centex-Rooney Enterprises, Inc., Florida's largest general contractor and a subsidiary of publicly held Centex Corporation. ROBERTO MOTTA has been a director of the Company since 1975. Mr. Motta has been engaged as a private investor in various business activities for more than five years. ALAN H. POTAMKIN has been a director of the Company since 1994. Since 1970, Mr. Potamkin has served as President of Potamkin Companies, one of the nation's largest retail automobile dealers. In addition, Mr. Potamkin is an owner of various media properties and an owner of Office Depot, Inc. franchises in eastern Europe. KENNETH A. PERKINS, a co-founder of Gemaire in 1969, has served as its President since 1987. From 1969 to 1987, he served as Gemaire's Vice President--Marketing. Mr. Perkins has over 29 years of experience in the air conditioning industry. DONALD H. HUSLAGE has served as President of Heating & Cooling since 1995. Mr. Huslage has also served from 1993 to present as Chairman of the Board of Comfort Supply and from 1990 to 1993 as President of Comfort Supply. Mr. Huslage has over 43 years of experience in the air conditioning industry. ERIC A. YOUNG has served as President of Comfort Supply since 1993. From 1991 to 1993 he was employed as Executive Vice President of Comfort Supply. MICHAEL B. HUFF has served as President of Central Air Conditioning since 1995. From 1978 to 1995 he was employed in various capacities by Central Air Conditioning. NEAL FISCHER joined the Company in 1986 and has served as President of the Company's manufacturing subsidiaries since 1991. From 1986 to 1991 he served as Controller of the Company's manufacturing subsidiaries. DANIEL H. ABRAMSON has served as President of Dunhill since 1994. From 1992 to 1994, he served as Executive Vice President of Dunhill's professional search division. From 1986 to 1992, he owned and operated Dunhill Professional Search of Providence, Inc., a Dunhill franchisee. The Company's Articles of Incorporation provide for the Board of Directors to have up to nine members, to be divided as nearly as possible in three equal divisions to serve in staggered terms of three years. Each division currently consists of one director to be elected by the holders of Common Stock and two directors to be elected by the holders of Class B Common Stock. The number of members comprising the Board of Directors is presently set at eight, three of whom are Common Stock directors and five of whom are Class B directors. At present Messrs. Manley (Common Stock), Nahmad (Class B) and Coape-Arnold (Class B) serve until the 1996 annual meeting of shareholders, Messrs. Potamkin (Common Stock) and Motta (Class B) serve until the 1997 annual meeting of shareholders and Messrs. Grien (Common Stock), Fleeman (Class B) and Moss (Class B) serve until the 1998 annual meeting of shareholders. Upon completion of this offering and assuming the issuance of 1,352,941 shares of Common Stock to Rheem in connection with the Exchange Agreement, Albert H. Nahmad, the Company's Chairman and President, and a limited partnership controlled by him, collectively will retain beneficial ownership of approximately 5.2% 23 of the Common Stock and 60.4% of the Class B Common Stock and will have approximately 32.5% of the combined voting power of the outstanding Common Stock and Class B Common Stock. Mr. Nahmad will continue to have the voting power to elect all but three members of the Company's nine-person Board of Directors. SELLING SHAREHOLDERS The following table sets forth information regarding the beneficial ownership of the Company's Common Stock by the Selling Shareholders as of the date of this Prospectus, as adjusted to reflect (i) the sale of the Common Stock offered hereby and (ii) the issuance of 1,352,941 shares of Common Stock issuable to Rheem pursuant to the Exchange Agreement, assuming Rheem is issued shares of Common Stock at $17.00 per share (the last reported sale price of the Common Stock on February 6, 1996). See 'Business--Relationship with Rheem Manufacturing Company.'
CLASS B COMMON STOCK COMMON STOCK ----------------------------------------------------------------------- ------------------- BENEFICIAL BENEFICIAL OWNERSHIP OWNERSHIP % OF CLASS BENEFICIAL PRIOR TO OFFERING AFTER OFFERING AFTER OFFERING OWNERSHIP ----------------- ----------------- AND ISSUANCE ----------------- NUMBER OF % OF NUMBER OF NUMBER OF % OF OF SHARES TO NUMBER OF % OF SHARES CLASS SHARES OFFERED SHARES CLASS RHEEM SHARES CLASS --------- ----- -------------- --------- ----- -------------- --------- ----- Alna Capital Associates(1)......... 162,510 3.4% 25,720 136,790 2.3% 1.9% 677,345 41.2% 505 Park Avenue New York, NY 10022 Albert H. Nahmad(2)................ 469,685 9.2 50,000 393,966 6.3 5.2 1,183,559 60.4 2665 S. Bayshore Drive Suite 901 Miami, FL 33133 Oliver M. Butler and Marjorie E. Butler Declaration of Trust(3)............ 286,405 6.0 286,405 -- -- -- -- -- 6978 Del Cerro Blvd. San Diego, CA 92120 O.M. Butler(4)..................... 294,280 6.1 7,875 -- -- -- -- -- 6978 Del Cerro Blvd. San Diego, CA 92120 Ronald P. Newman(5)................ 91,415 1.9 30,000 61,415 1.0 .8 51,416 3.4 2665 S. Bayshore Drive Suite 901 Miami, FL 33133
- ------------------------ (1) Alna Capital Associates is a New York limited partnership of which Mr. Nahmad owns a 43% interest and is the sole general partner ('Alna Capital'). Mr. Nahmad is Chairman of the Board and President of the Company. See 'Management.' The number of shares of Class B Common Stock indicated includes (i) 512,211 shares directly owned and (ii) 165,134 shares issuable upon the conversion of the Company's Convertible Debentures. (2) Includes 162,510 shares of Common Stock and 677,345 shares of Class B Common Stock indicated as beneficially owned by Alna Capital. See footnote (1) above. The number of shares of Common Stock indicated also includes (i) 8,401 shares directly owned; (ii) 8,599 shares owned pursuant to the Watsco, 24 Inc. Profit Sharing Retirement Plan; (iii) 3,300 shares owned by Mr. Nahmad's children; and (iv) 286,875 shares issuable upon the exercise of presently exercisable options granted pursuant to the Company's 1991 Stock Option Plan. The number of shares of Class B Common Stock indicated includes (i) 192,955 shares directly owned; (ii) 291,375 shares issuable upon the exercise of presently exercisable options granted pursuant to the 1991 Stock Option Plan; and (iii) 21,884 shares issuable upon the conversion of the Company's Convertible Debentures. (3) The Oliver M. Butler and Marjorie E. Butler Declaration of Trust is a trust organized under the laws of California and Mr. Butler and his wife are Co-Trustees. (4) The number of shares of Common Stock indicated (i) includes 286,405 shares owned by the Oliver M. Butler and Marjorie E. Butler Declaration of Trust and (ii) 7,875 shares issuable upon the exercise of presently exercisable options granted pursuant to the 1991 Stock Option Plan. Mr. Butler served as Chairman of the Board of Heating & Cooling and as a director of the Company from October 1990 until his resignation in December 1995. (5) The number of shares of Common Stock indicated includes (i) 3,513 shares directly owned; (ii) 4,420 shares owned pursuant to the Watsco, Inc. Profit Sharing Retirement Plan; (iii) 1,702 shares owned by Mr. Newman's spouse; and (iv) 81,780 shares issuable upon the exercise of presently exercisable options granted pursuant to the 1991 Stock Option Plan. The number of shares of Class B Common Stock indicated includes (i) 14,403 shares directly owned and (ii) 37,013 shares issuable upon the exercise of presently exercisable options granted pursuant to the 1991 Stock Option Plan. Mr. Newman is Chief Financial Officer, Secretary and Treasurer of the Company. See 'Management.' 25 UNDERWRITING The Underwriters named below (the 'Underwriters'), for whom Prudential Securities Incorporated and Robert W. Baird & Co. Incorporated are acting as the representatives (the 'Representatives'), have severally agreed, subject to the terms and conditions contained in the Underwriting Agreement, to purchase from the Company and the Selling Shareholders the number of shares of Common Stock set forth below opposite their respective names:
NUMBER UNDERWRITER OF SHARES - ----------- --------- Prudential Securities Incorporated........................................................ Robert W. Baird & Co. Incorporated........................................................ --------- Total.............................................................................. 1,600,000 --------- ---------
The Company and the Selling Shareholders are obligated to sell, and the Underwriters are obligated to purchase, all of the shares of Common Stock offered hereby if any are purchased. The Underwriters, through their Representatives, have advised the Company and the Selling Shareholders that they propose to offer the Common Stock initially at the public offering price set forth on the cover page of this Prospectus; that the Underwriters may allow to selected dealers a concession of $ per share; and that such dealers may reallow a concession of $ per share to certain other dealers. After the public offering, the offering price and the concessions may be changed by the Representatives. The Company has granted to the Underwriters an option, exercisable for 30 days from the date of this Prospectus, to purchase up to 240,000 additional shares of Common Stock at the initial public offering price, less underwriting discounts and commissions, as set forth on the cover page of this Prospectus. The Underwriters may exercise such option solely for the purpose of covering over-allotments incurred in the sale of the shares of Common Stock offered hereby. To the extent such option to purchase is exercised, each Underwriter will become obligated, subject to certain conditions, to purchase approximately the same percentage of such additional shares as the number set forth next to such Underwriter's name in the preceding table bears to 1,600,000 shares. The Company and the Selling Shareholders have agreed to indemnify the several Underwriters or contribute to losses arising out of certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Company, each of the Company's directors and executive officers and the Selling Shareholders holding 325,980 shares of Common Stock (excluding the shares of Common Stock offered hereby) and 812,652 shares of Class B Common Stock have agreed that they will not, directly or indirectly, offer, sell, offer to sell, contract to sell, pledge, grant any option to purchase or otherwise sell or dispose (or announce any offer, sale, offer of sale, contract of sale, pledge, grant of an option to purchase or other disposition) of any shares of Common Stock or Class B Common Stock or any securities convertible into, or exchangeable 26 or exercisable for, shares of Common Stock or Class B Common Stock, without the prior written consent of Prudential Securities Incorporated on behalf of the Underwriters for a period of 120 days after the date of this Prospectus, except for issuances pursuant to the exercise of employee stock options outstanding as of the date of this Prospectus or pursuant to the terms of convertible securities of the Company outstanding as of the date of this Prospectus. The shares of Common Stock issued to Rheem will be 'Restricted Securities' as defined in Rule 144 under the Securities Act ('Rule 144') and will be subject to all the limitations on resale imposed by Rule 144. In general, under Rule 144 as currently in effect, a person may not freely transfer Restricted Securities for two years. Thereafter, any affiliate of the Company or any person (or persons whose shares are aggregated in accordance with the Rule) who has beneficially owned Restricted Securities for at least two years would be entitled to sell within any three-month period a number of shares that does not exceed the greater of 1.0% of the outstanding shares of Common Stock (approximately 73,544 shares based upon the number of shares outstanding after the offering and the consummation of the Exchange Agreement) or the reported weekly average trading volume of the Common Stock on the New York Stock Exchange for the four weeks preceding the sale. Sales under Rule 144 are also subject to certain manner of sale restrictions and notice requirements and to the availability of current public information concerning the Company. Persons who have not been affiliates of the Company for at least three months and who have held their shares for more than three years are entitled to sell Restricted Securities without regard to the volume, manner of sale, notice and public information requirements of Rule 144. James S. Grien, a director of the Company, is a Managing Director in the Investment Banking Group of Prudential Securities Incorporated, one of the Representatives. LEGAL MATTERS The validity of the Common Stock offered hereby will be passed upon for the Company and the Selling Shareholders by Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A., Miami, Florida. Certain legal matters will be passed upon for the Underwriters by King & Spalding. King & Spalding will rely upon the opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. as to all matters of Florida law. EXPERTS The financial statements, schedules and five-year selected financial data included in this Prospectus and elsewhere in the registration statement, to the extent and for the periods indicated in their reports, have been audited by Arthur Andersen LLP, independent certified public accountants, and are included herein in reliance upon the authority of said firm as experts in giving said reports. The financial statements of Three States as of December 31, 1994 and for the period then ended included in this Prospectus have been audited by Rhea & Ivy, P.L.C., independent certified public accountants, as stated in their report appearing herein, and have been so included in reliance upon the authority of said firm as experts in accounting and auditing. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the 'Commission'). Such reports, proxy 27 statements and other information filed by the Company can be inspected and copied at the Public Reference Section of the Commission maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of the Commission located at Seven World Trade Center, 13th Floor, New York, New York 10048, and at Suite 1400, 500 W. Madison Street, Chicago, Illinois 60661, and copies of such material may be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such reports, proxy statements and other information can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005 or the American Stock Exchange, 86 Trinity Place, New York, New York 10006. This Prospectus constitutes a part of a Registration Statement on Form S-3 filed by the Company with the Commission under the Securities Act of 1933, as amended. This Prospectus omits certain information contained in the Registration Statement, and reference is hereby made to the Registration Statement and related exhibits for further information with respect to the Company and the securities offered hereby. Any statements contained herein concerning the provisions of any document are not necessarily complete, and in such instance reference is made to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the Company (File No. 1-5581) with the Commission are incorporated herein by reference: (1) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1994; (2) the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995, June 30, 1995 and September 30, 1995; and (3) the Company's Registration Statement on Form 8-A filed May 4, 1994, registering the Company's Common Stock under Section 12(b) of the Exchange Act. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the termination of the offering of the Common Stock registered hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing such documents. Any statements contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that the statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company will provide without charge to each person to whom this Prospectus is delivered, upon a written or oral request of such person, a copy of any or all of the foregoing documents incorporated by reference into this Prospectus (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents). Request for such copies should be delivered to Ronald P. Newman, Chief Financial Officer, 2665 South Bayshore Drive, Miami, Florida 33133, telephone (305) 858-0828. 28 INDEX TO FINANCIAL STATEMENTS
PAGE ---- REGISTRANT WATSCO, INC. AND SUBSIDIARIES-- Report of Independent Certified Public Accountants--Arthur Andersen LLP.................................... F-2 Consolidated Balance Sheets as of December 31, 1993, December 31, 1994 and September 30, 1995 (unaudited)....................................................................... F-3 Consolidated Statements of Income for the Years Ended December 31, 1992, December 31, 1993 and December 31, 1994 and for the Nine Months Ended September 30, 1994 and 1995 (unaudited).................................................................. F-4 Consolidated Statements of Shareholders' Equity for the Years Ended December 31, 1992, December 31, 1993 and December 31, 1994 and for the Nine Months Ended September 30, 1995 (unaudited)................................................. F-5 Consolidated Statements of Cash Flows for the Years Ended December 31, 1992, December 31, 1993 and December 31, 1994 and for the Nine Months Ended September 30, 1994 and 1995 (unaudited).................................................................. F-6 Notes to Consolidated Financial Statements................................................................. F-7 BUSINESS TO BE ACQUIRED THREE STATES SUPPLY COMPANY, INC.-- Report of Independent Certified Public Accountants--Rhea & Ivy, P.L.C...................................... F-25 Balance Sheets as of December 31, 1994 and September 30, 1995 (unaudited).................................. F-26 Statements of Income and Retained Earnings for Year Ended December 31, 1994 and for the Nine Months Ended September 30, 1994 and 1995 (unaudited).................................... F-27 Statements of Cash Flows for the Year Ended December 31, 1994 and for the Nine Months Ended September 30, 1994 and 1995 (unaudited).................................... F-28 Notes to Financial Statements.............................................................................. F-29 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS Unaudited Pro Forma Combined Balance Sheet as of September 30, 1995........................................ F-34 Unaudited Pro Forma Combined Statements of Income for the Year Ended December 31, 1994 and for the Nine Months Ended September 30, 1995....................................... F-35 Notes to Unaudited Pro Forma Combined Financial Statements................................................. F-37
F-1 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF WATSCO, INC.: We have audited the accompanying consolidated balance sheets of Watsco, Inc. (a Florida corporation) and subsidiaries as of December 31, 1993 and 1994, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 1994. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Watsco, Inc. and subsidiaries as of December 31, 1993 and 1994, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1994 in conformity with generally accepted accounting principles. We have also audited, in accordance with generally accepted auditing standards, the balance sheets as of December 31, 1990, 1991 and 1992, and the related statements of income, shareholders' equity and cash flows for each of the two years in the period ended December 31, 1992 (none of which are presented herein), and have expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the selected financial data for each of the five years in the period ending December 31, 1994, appearing on page 10, is fairly stated in all material respects in relation to the financial statements from which it has been derived. ARTHUR ANDERSEN LLP Fort Lauderdale, Florida, March 13, 1995 (except with respect to the matters discussed in Note 15, as to which the date is February 6, 1996). F-2 WATSCO, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE DATA)
DECEMBER 31, -------------------- SEPTEMBER 30, 1993 1994 1995 -------- -------- ------------- (UNAUDITED) ASSETS Current assets: Cash and cash equivalents.............................................. $ 1,093 $ 1,744 $ 3,190 Marketable securities.................................................. 1,501 3,227 1,281 Accounts receivable, net............................................... 30,257 34,811 47,413 Inventories............................................................ 48,959 49,259 61,654 Prepaid expenses and other current assets.............................. 4,875 4,608 5,123 -------- -------- ------------- Total current assets..................................................... 86,685 93,649 118,661 -------- -------- ------------- Property, plant and equipment, net....................................... 6,554 8,829 10,537 Intangible assets, net................................................... 13,449 13,164 14,353 Other assets............................................................. 2,997 4,022 4,014 -------- -------- ------------- $109,685 $119,664 $ 147,565 -------- -------- ------------- -------- -------- ------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term obligations............................... $ 1,069 $ 1,781 $ 744 Borrowings under revolving credit agreements........................... 26,151 32,034 49,433 Accounts payable....................................................... 15,483 13,108 15,921 Accrued liabilities.................................................... 4,720 6,631 7,578 -------- -------- ------------- Total current liabilities................................................ 47,423 53,554 73,676 -------- -------- ------------- Long-term obligations: Bank and other debt.................................................... 3,672 2,719 4,026 Subordinated note...................................................... 2,500 2,500 2,500 Convertible subordinated debentures.................................... 1,676 1,505 1,341 -------- -------- ------------- 7,848 6,724 7,867 -------- -------- ------------- Deferred income taxes.................................................... 1,107 713 638 Minority interests....................................................... 11,553 11,857 12,780 Commitments and contingencies (Notes 2 and 12) Shareholders' equity: Common Stock, $.50 par value, 4,596,648, 4,658,010 and 4,783,129 shares issued and outstanding in 1993 and 1994 and September 30, 1995, respectively........................................................ 2,298 2,329 2,392 Class B Common Stock, $.50 par value, 1,487,928, 1,492,725 and 1,485,171 shares issued and outstanding in 1993 and 1994 and September 30, 1995, respectively.................................... 744 746 742 Paid-in capital........................................................ 18,131 18,565 19,205 Retained earnings...................................................... 20,581 25,176 30,265 -------- -------- ------------- Total shareholders' equity............................................... 41,754 46,816 52,604 -------- -------- ------------- $109,685 $119,664 $ 147,565 -------- -------- ------------- -------- -------- -------------
The accompanying notes to consolidated financial statements are an integral part of these balance sheets. F-3 WATSCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA)
NINE MONTHS ENDED YEARS ENDED DECEMBER 31, SEPTEMBER 30, -------------------------------- -------------------- 1992 1993 1994 1994 1995 -------- -------- -------- -------- -------- (UNAUDITED) Revenues: Net sales....................................... $169,140 $203,067 $253,433 $191,424 $226,689 Service fees and royalties...................... 25,493 27,589 30,298 22,460 23,501 -------- -------- -------- -------- -------- Total revenues.................................... 194,633 230,656 283,731 213,884 250,190 -------- -------- -------- -------- -------- Costs and expenses: Cost of sales................................... 129,262 157,213 197,397 148,183 175,603 Direct service expenses......................... 19,812 21,513 23,122 17,035 18,040 Selling, general and administrative expenses.... 35,629 40,540 48,169 36,036 41,020 -------- -------- -------- -------- -------- Total costs and expenses.......................... 184,703 219,266 268,688 201,254 234,663 -------- -------- -------- -------- -------- Operating income.................................. 9,930 11,390 15,043 12,630 15,527 -------- -------- -------- -------- -------- Other income (expense): Investment income, net.......................... 401 383 140 82 181 Interest expense................................ (3,197) (2,756) (3,155) (2,278) (3,064) Insurance proceeds.............................. -- 1,130 -- -- -- -------- -------- -------- -------- -------- (2,796) (1,243) (3,015) (2,196) (2,883) -------- -------- -------- -------- -------- Income before income taxes and minority interests.............................. 7,134 10,147 12,028 10,434 12,644 Income taxes...................................... (2,746) (3,819) (4,630) (4,065) (4,867) Minority interests................................ (1,470) (1,287) (1,636) (1,446) (1,744) -------- -------- -------- -------- -------- Net income........................................ $ 2,918 $ 5,041 $ 5,762 $ 4,923 $ 6,033 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Primary earnings per share........................ $.70 $.85 $.89 $.77 $.91 Fully diluted earnings per share.................. $.64 $.82 $.87 $.74 $.87
The accompanying notes to consolidated financial statements are an integral part of these statements. F-4 WATSCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (IN THOUSANDS, EXCEPT SHARE DATA)
COMMON STOCK RECEIVABLE ------------------- PAID-IN RETAINED FROM STOCK SHARES AMOUNT CAPITAL EARNINGS ISSUANCE --------- ------ ------- -------- ---------- BALANCE AT DECEMBER 31, 1991............................... 3,733,628 $ 1,867 $ 3,612 $ 15,392 $ (39) 5% stock dividend.......................................... 186,447 93 1,132 (1,225) Conversion of debentures into Common Stock................. 126,434 63 705 Issuance of Common Stock................................... 79,200 40 523 Contribution to 401(k) plan................................ 11,788 6 92 Exercise of stock options.................................. 259,641 130 512 Common stock cash dividends, $.150 per share of Common Stock and $.143 per Class B share........................ (588) Reduction of receivable from stock issuance................ 39 Net income................................................. 2,918 --------- ------ ------- -------- ---------- BALANCE AT DECEMBER 31, 1992............................... 4,397,138 2,199 6,576 16,497 -- Conversion of debentures into Common Stock................. 444,009 222 2,385 Issuance of Common Stock................................... 1,200,000 600 8,895 Contribution to 401(k) plan................................ 12,847 6 105 Exercise of stock options.................................. 30,582 15 170 Common stock cash dividends, $.16 per share of Common Stock and $.16 per Class B share............................... (887) Dividends on 6.5% Series A preferred stock of subsidiary... (70) Net income................................................. 5,041 --------- ------ ------- -------- ---------- BALANCE AT DECEMBER 31, 1993............................... 6,084,576 3,042 18,131 20,581 -- Conversion of debentures into Common Stock................. 28,330 14 178 Contribution to 401(k) plan................................ 12,680 6 131 Exercise of stock options.................................. 25,149 13 125 Common stock cash dividends, $.17 per share of Common Stock and $.17 per Class B share................................. (1,037) Dividends on 6.5% Series A preferred stock of subsidiary... (130) Net income................................................. 5,762 --------- ------ ------- -------- ---------- BALANCE AT DECEMBER 31, 1994............................... 6,150,735 3,075 18,565 25,176 -- Conversion of debentures into Common Stock (unaudited)..... 24,403 12 152 Exercise of stock options and warrants (unaudited)......... 93,162 47 488 Common stock cash dividends, $.05 per share of Common Stock and $.05 per Class B share (unaudited)..................... (847) Dividends on 6.5% Series A preferred stock of subsidiary (unaudited)................................... (97) Net income (unaudited)..................................... 6,033 --------- ------ ------- -------- ---------- BALANCE AT SEPTEMBER 30, 1995 (UNAUDITED).................. 6,268,300 $ 3,134 $19,205 $ 30,265 $ -- --------- ------ ------- -------- ---------- --------- ------ ------- -------- ----------
The accompanying notes to consolidated financial statements are an integral part of these statements. F-5 WATSCO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
NINE MONTHS ENDED YEARS ENDED DECEMBER 31, SEPTEMBER 30, ----------------------------- ------------------- 1992 1993 1994 1994 1995 ------- ------- ------- -------- ------- (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net income..................................................... $ 2,918 $ 5,041 $ 5,762 $ 4,923 $ 6,033 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization................................ 1,878 1,849 2,345 1,633 2,057 Provision for doubtful accounts.............................. 834 315 597 639 575 Net investment gains......................................... (172) (161) (6) (3) (13) Deferred income tax benefit.................................. (246) (455) (237) (95) (75) Noncash stock contribution to 401(k) plan.................... 98 111 137 -- -- Minority interests, net of dividends paid.................... 856 549 304 714 926 Changes in operating assets and liabilities, net of effects of acquisitions in 1993 and 1995: Accounts receivable........................................ (2,441) (1,155) (5,151) (7,820) (9,305) Inventories................................................ 969 1,462 (300) (11,839) (6,128) Accounts payable and accrued liabilities................... 1,635 (5,676) (797) 8,347 2,022 Other, net................................................. (636) (936) (229) 152 (137) ------- ------- ------- -------- ------- Net cash provided by (used in) operating activities............ 5,693 944 2,425 (3,349) (4,045) ------- ------- ------- -------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Cash used in acquisitions, net of cash acquired................ -- (3,547) -- -- (8,175) Capital expenditures, net...................................... (1,957) (2,994) (4,148) (2,224) (3,165) Net proceeds from (purchases of) marketable securities transactions............................................... 1,044 (906) (2,258) (816) 1,986 ------- ------- ------- -------- ------- Net cash used in investing activities.......................... (913) (7,447) (6,406) (3,040) (9,354) ------- ------- ------- -------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Repayments of long-term obligations............................ (1,374) (3,874) (222) (421) (2,145) Net borrowings (repayments) under revolving credit agreements..................................................... (5,170) 1,865 5,883 8,063 17,399 Net proceeds from issuances of common stock.................... 957 9,680 138 71 535 Cash dividends................................................. (588) (887) (1,037) (770) (847) Other, net..................................................... 39 (70) (130) (97) (97) ------- ------- ------- -------- ------- Net cash provided by (used in) financing activities............ (6,136) 6,714 4,632 6,846 14,845 ------- ------- ------- -------- ------- Net increase (decrease) in cash and cash equivalents........... (1,356) 211 651 457 1,446 Cash and cash equivalents at beginning of period............... 2,238 882 1,093 1,093 1,744 ------- ------- ------- -------- ------- Cash and cash equivalents at end of period..................... $ 882 $ 1,093 $ 1,744 $ 1,550 $ 3,190 ------- ------- ------- -------- ------- ------- ------- ------- -------- ------- SUPPLEMENTAL DISCLOSURES: Income taxes paid.............................................. $ 1,476 $ 5,215 $ 4,709 $ 2,808 $ 1,639 ------- ------- ------- -------- ------- ------- ------- ------- -------- ------- Interest paid.................................................. $ 3,329 $ 3,056 $ 3,149 $ 2,411 $ 1,022 ------- ------- ------- -------- ------- ------- ------- ------- -------- -------
During the year ended December 31, 1994 and the nine months ended September 30, 1995, $192,000 and $164,000, respectively, of 10% Convertible Subordinated Debentures due 1996 were converted into Class B Common Stock. In connection with acquisitions during 1993 and the nine months ended September 30, 1995, the Company assumed liabilities of $19,832,000 and $4,003,000, respectively. (See Notes 8 and 15). The accompanying notes to consolidated financial statements are an integral part of these statements. F-6 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) 1. SIGNIFICANT ACCOUNTING POLICIES BASIS OF CONSOLIDATION The consolidated financial statements include the accounts of Watsco, Inc. ('Watsco') and its subsidiaries (the 'Company'). All significant intercompany accounts and transactions have been eliminated in consolidation. The Company's consolidated subsidiaries that are less than wholly-owned include 80% equity interests in Gemaire Distributors, Inc. ('Gemaire') and Comfort Supply, Inc. ('Comfort Supply'), and a 50% equity interest in Heating & Cooling Supply, Inc. ('Heating & Cooling'). Watsco has an option to increase its equity interest in Heating & Cooling to 50.25%. Minority interests in the accompanying consolidated financial statements include the portions of net income and equity of Gemaire, Comfort Supply and Heating & Cooling owned by Rheem Manufacturing Company ('Rheem'). The accompanying unaudited consolidated financial statements as of September 30, 1995 and for the nine months ended September 30, 1994 and 1995 have been prepared in accordance with generally accepted accounting principles for interim financial information and with the rules and regulations of the Securities and Exchange Commission. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the consolidated financial statements of the Company included herein. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the nine months ended September 30, 1995 are not necessarily indicative of the results that may be expected for the year ending December 31, 1995. REVENUE RECOGNITION The Company recognizes revenue upon shipment of products for its manufacturing and distribution businesses and upon delivery of services for its personnel services business. INVENTORIES Effective January 1, 1994, certain of the Company's subsidiaries changed their method of accounting for inventories from the last-in, first-out ('LIFO') method to the first-in, first-out ('FIFO') method. The Company believes that the FIFO method provides a better matching of current costs and current revenues and provides a more meaningful presentation of these subsidiaries' financial position. These subsidiaries' inventories represented approximately 12% of the Company's consolidated inventories at the date of the change. Following the change, all of the Company's inventories are valued at the lower of FIFO cost or market. The effect of this accounting change was not material to the Company's previously reported or current year results of operations; accordingly, prior year amounts have not been restated. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are carried at cost. Depreciation of property, plant and equipment is provided on the straight-line method. Buildings and improvements are being depreciated over estimated useful lives ranging from 5-40 years. Estimated useful lives for other depreciable assets range from 3-10 years. F-7 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) 1. SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED) INTANGIBLE ASSETS Intangible assets, net of accumulated amortization of $1,275,000, $1,639,000 and $1,936,000 at December 31, 1993 and 1994 and September 30, 1995, respectively, consists of goodwill arising from the excess of the cost of acquired businesses over the fair value of their tangible net assets. Goodwill is amortized on a straight-line basis over 40 years. The Company periodically reviews goodwill based upon expectations of undiscounted cash flows and operating income to assess whether recorded amounts are fully recoverable. Amortization expense related to goodwill amounted to $312,000, $358,000, $364,000 and $297,000 in 1992, 1993, 1994 and the nine months ended September 30, 1995, respectively. INCOME TAXES Effective January 1, 1993, the Company adopted Statement of Financial Accounting Standards No. 109, 'Accounting for Income Taxes' ('SFAS No. 109'). Under SFAS No. 109, deferred tax assets and liabilities reflect the future tax consequences of the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. CASH AND CASH EQUIVALENTS The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. MARKETABLE SECURITIES Effective January 1, 1994, the Company adopted Statement of Financial Accounting Standards No. 115, 'Accounting for Certain Investments in Debt and Equity Securities'. The adoption of this statement did not have a material effect on the Company's consolidated operating results or financial position in 1994. At December 31, 1993 and 1994 and September 30, 1995, marketable securities consists primarily of tax exempt municipal bonds. Such marketable securities have been classified as 'available for sale' by the Company. At December 31, 1994 and September 30, 1995, the cost of such securities approximates market value. CONCENTRATIONS OF CREDIT RISK Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash investments and accounts receivable. The Company places its temporary cash investments with high credit quality financial institutions and limits the amount of credit exposure to any one financial institution or investment. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers comprising the Company's customer base, and their dispersion across many different geographical regions. The Company establishes and monitors an allowance for doubtful accounts based on the credit risk of specific customers, historical trends and other information. At December 31, 1993 and 1994 and September 30, 1995, the allowance for doubtful accounts was $3,012,000, $2,681,000 and $3,181,000, respectively. F-8 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) 1. SIGNIFICANT ACCOUNTING POLICIES--(CONTINUED) EARNINGS PER SHARE Primary earnings per share is computed by dividing net income, less subsidiary preferred stock dividends in 1993 and 1994 and the nine months ended September 30, 1994 and 1995, by the total of the weighted average number of shares outstanding and common stock equivalents. Fully diluted earnings per share additionally assumes, if dilutive, conversion of the 10% Convertible Subordinated Debentures due 1996 (the 'Class B Debentures'), with earnings being increased for interest expense, net of income taxes, that would not have been incurred had conversion taken place at the beginning of the year. Shares used to calculate earnings per share (restated in 1992, 1993 and 1994 to reflect a 3-for-2 stock split effected May 15, 1995--see Note 15) are as follows:
NINE MONTHS ENDED YEARS ENDED DECEMBER 31, SEPTEMBER 30, --------------------------------- --------------------- 1992 1993 1994 1994 1995 --------- --------- --------- --------- --------- (UNAUDITED) Weighted average shares outstanding 3,985,320 5,744,052 6,107,275 6,095,794 6,171,227 Dilutive stock options and warrants......... 173,763 124,530 218,853 211,888 336,831 --------- --------- --------- --------- --------- Shares for primary earnings per share 4,159,083 5,868,582 6,326,128 6,307,682 6,508,058 Assumed conversion of debenture............. 816,187 470,461 267,561 274,032 246,278 Additional dilution of stock options and warrants.................................. 116,032 -- 52,573 22,584 175,909 --------- --------- --------- --------- --------- Shares for fully diluted earnings per share..................................... 5,091,302 6,339,043 6,646,262 6,604,298 6,930,245 --------- --------- --------- --------- --------- --------- --------- --------- --------- ---------
2. INVENTORIES Inventories consists of (in thousands):
DECEMBER 31, -------------------- SEPTEMBER 30, 1993 1994 1995 ------- ------- ------------- (UNAUDITED) Raw materials................................................ $ 3,921 $ 4,058 $ 4,633 Work-in-process.............................................. 721 1,152 1,380 Finished goods............................................... 44,317 44,049 55,641 ------- ------- ------------- $48,959 $49,259 $ 61,654 ------- ------- ------------- ------- ------- -------------
Rheem is a major supplier to the Company under long-term distribution agreements. Purchases under these agreements were $90,435,000, $113,117,000 and $93,609,000, or 57%, 57% and 55% of the Company's distribution subsidiaries' aggregate purchases in 1993 and 1994 and the nine months ended September 30, 1995, respectively. Included in accounts payable in the consolidated balance sheets are F-9 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) 2. INVENTORIES--(CONTINUED) amounts owed to Rheem totaling $6,267,000 and $4,207,000 at December 31, 1993 and 1994, respectively. At December 31, 1994, the Company had non-cancelable purchase commitments to Rheem of approximately $15,890,000. 3. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net, consists of (in thousands):
DECEMBER 31, ------------------- SEPTEMBER 30, 1993 1994 1995 ------- -------- ------------- (UNAUDITED) Land and buildings................................................ $ 3,550 $ 4,023 $ 4,266 Machinery and equipment........................................... 8,990 10,021 11,054 Furniture and fixtures............................................ 3,542 5,461 7,597 ------- -------- ------------- 16,082 19,505 22,917 Less: accumulated depreciation and amortization................... (9,528) (10,676) (12,380) ------- -------- ------------- $ 6,554 $ 8,829 $ 10,537 ------- -------- ------------- ------- -------- -------------
4. REVOLVING CREDIT AGREEMENTS Borrowings under revolving credit agreements consist of (in thousands):
DECEMBER 31, ------------------ SEPTEMBER 30, 1993 1994 1995 ------- ------- ------------- (UNAUDITED) Variable-rate revolving note of Gemaire............................ $ 4,200 $ 7,400 $ 23,700 Variable-rate revolving note of Heating & Cooling.................. 18,035 19,260 17,833 Variable-rate revolving note of Comfort Supply..................... 3,916 5,374 7,900 ------- ------- ------------- $26,151 $32,034 $ 49,433 ------- ------- ------------- ------- ------- -------------
At December 31, 1994, borrowings under the Gemaire revolving note, which expires in 1998, may not exceed $15,000,000 and are subject to maintenance of certain levels of accounts receivable and inventories. At Gemaire's option, interest is at 3/8% below the bank's prime rate or a fixed rate equal to the LIBOR rate plus 1.0% and is payable quarterly. The note is secured by substantially all of Gemaire's assets (with an aggregate carrying value of $23,672,000 at December 31, 1994) and is without recourse to Watsco. In connection with the purchase of certain assets from H.B. Adams, Inc. ('H.B. Adams') on March 13, 1995 (see Note 15), Gemaire amended its existing revolving credit agreement such that aggregate borrowings available under the agreement were increased to $27,000,000. Under the amended agreement, at Gemaire's option, interest is at 1 5/8% below the bank's prime rate, payable quarterly, or a fixed rate equal to the LIBOR rate plus .75%, payable at the end of the fixed period. F-10 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) 4. REVOLVING CREDIT AGREEMENTS--(CONTINUED) At December 31, 1994, borrowings under the Heating & Cooling revolving note, which expires in 1995, may not exceed $23,000,000 and are subject to maintenance of certain levels of accounts receivable and inventories. At Heating & Cooling's option, interest is at 1/4% above the bank's prime rate or a fixed rate 1.50% over the lower of the Eurodollar rate or the bank's certificate of deposit rate for deposits of similar duration and is payable monthly. The note is secured by substantially all of Heating & Cooling's assets (with an aggregate carrying value of $33,636,000 at December 31, 1994) and is without recourse to Watsco. In September 1995, Heating & Cooling entered into a new revolving note, which expires in 1998. Under the new revolving note, borrowings may not exceed $25,000,000 and are subject to maintenance of certain levels of accounts receivable and inventories. At Heating & Cooling's option, interest is at 1/2% below the bank's prime rate, or a fixed rate equal to the LIBOR rate plus .90% or the bank's certificate of deposit rate plus .90% or offshore rates for deposits of similar duration and is payable monthly. At December 31, 1994, borrowings under the Comfort Supply revolving note, which expires in 1996, may not exceed $12,000,000 and are subject to maintenance of certain levels of accounts receivable and inventories. At Comfort Supply's option, interest is at the lesser of the bank's prime rate (prime rate less 1 5/8% at September 30, 1995), or a fixed rate equal to the LIBOR rate plus 1.0% (plus .75% at September 30, 1995) and is payable monthly. The note is secured by substantially all of Comfort Supply's assets (with an aggregate carrying value of $15,558,000 at December 31, 1994) and is without recourse to Watsco. The Company expects to extend or obtain replacement financing for the revolving note prior to its expiration. The Company also has an unsecured $3,000,000 line of credit facility with a bank expiring in May 1997. At the Company's option, borrowings under the facility bear interest at the lesser of the bank's prime rate (prime rate less 1 5/8% at September 30, 1995), or a fixed rate equal to the LIBOR rate plus .75% and is payable quarterly. At December 31, 1994 and September 30, 1995, there were no outstanding borrowings under the facility. The terms of the Gemaire, Heating & Cooling and Comfort Supply revolving credit agreements restrict the transfer of their net assets and limit the payment of dividends to their shareholders. At December 31, 1994, Watsco's proportionate share of the aggregate net assets of Gemaire, Heating & Cooling and Comfort Supply was $19,812,000 of which $4,296,000 was unrestricted. At December 31, 1993 and 1994, the weighted average interest rate for the borrowings under revolving credit agreements was 5.5% and 7.6%, respectively. The weighted average rates were 7.1%, 5.7% and 6.7% during 1992, 1993 and 1994, respectively. F-11 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) 5. LONG-TERM OBLIGATIONS Bank and other debt (net of current portion) consists of (in thousands):
DECEMBER 31, ---------------- SEPTEMBER 30, 1993 1994 1995 ------ ------ ------------- (UNAUDITED) 8 1/2% first mortgage note............................................ $ 382 $ 254 $ 155 Variable-rate second mortgage note.................................... 879 -- 603 Variable-rate term note of Gemaire.................................... 1,700 1,300 1,000 Other................................................................. 711 1,165 2,268 ------ ------ ------------- $3,672 $2,719 $ 4,026 ------ ------ ------------- ------ ------ -------------
At December 31, 1994, the first mortgage note is payable in monthly installments of approximately $13,000, including interest and the second mortgage note has an outstanding principal amount of $879,000 and bears interest at the bank's prime rate (8.5% at December 31, 1994). The first mortgage note had an original maturity in 1988 and the second mortgage note matured during 1995. In August 1995, these notes were combined into a replacement promissory note payable in monthly installments of approximately $13,000, bearing interest at 8.25% and maturing in 2002. The mortgage notes are secured by land and buildings with a net carrying value of $961,000 at December 31, 1994. The Gemaire note, which matures in 1999, is payable in quarterly installments of $100,000, plus interest at a fixed rate of 5.8%. The note is secured along with the amounts outstanding under Gemaire's revolving credit agreement (see Note 4). The subordinated note represents an unsecured note payable to Rheem by Heating & Cooling. The note bears interest at 12%, payable quarterly, and matures in 1998. The Company's convertible subordinated debentures outstanding at December 31, 1994 represent Class B Debentures that may be converted into Class B Common Stock at $6.74 per share. During 1994 and the nine months ended September 30, 1995, Class B Debentures totaling $192,000 and $164,000 were converted into 28,330 and 24,403 shares, respectively, of Class B Common Stock. If conversion does not occur on the remaining Class B Debentures, the Company is required to provide for annual sinking fund payments of $167,000 aggregate principal amount and to redeem the remainder on September 12, 1996. Redemption, at par plus accrued interest, may be made by the Company at any time. At December 31, 1993 and 1994, Class B Debentures in the aggregate principal amount of $1,863,000 and $1,672,000, respectively, were convertible into Class B Common Stock. Directors and an affiliate of the Company owned $1,747,000 and $1,567,500 of Class B Debentures at December 31, 1993 and 1994, respectively. Annual maturities of long-term obligations for the years subsequent to December 31, 1994 are as follows: $1,781,000 in 1995; $2,242,000 in 1996; $694,000 in 1997; $3,005,000 in 1998; $180,000 in 1999 and $603,000 thereafter. F-12 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) 6. INCOME TAXES SFAS No. 109 requires the use of the asset and liability approach for financial accounting and reporting for income taxes. As permitted under SFAS No. 109, prior years' financial statements have not been restated. Accordingly, the disclosures beginning in 1993 are in accordance with the new rules. The adoption of this statement did not have a material effect on the consolidated financial position or results of operations of the Company during 1993. The income tax provision consists of (in thousands):
YEARS ENDED DECEMBER 31, ------------------------------ 1992 1993 1994 ------ ------ ------ Federal.............................................................. $2,304 $3,314 $3,991 State................................................................ 442 505 639 ------ ------ ------ $2,746 $3,819 $4,630 ------ ------ ------ ------ ------ ------ Current.............................................................. $2,992 $4,274 $4,867 Deferred............................................................. (246) (455) (237) ------ ------ ------ $2,746 $3,819 $4,630 ------ ------ ------ ------ ------ ------
A reconciliation of the provision for federal income taxes from the federal statutory income tax rate to the effective income tax rate as reported is as follows:
YEARS ENDED DECEMBER 31, ------------------------ 1992 1993 1994 ---- ---- ---- Federal statutory rate....................................................... 34.0% 34.0% 34.0% State income taxes, net of federal benefit................................... 4.1 3.3 3.5 Amortization of intangible assets............................................ 1.6 1.2 1.0 Other, net................................................................... (1.2) (.9) -- ---- ---- ---- 38.5% 37.6% 38.5% ---- ---- ---- ---- ---- ----
F-13 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) 6. INCOME TAXES--(CONTINUED) The following is a summary of the significant components of the Company's deferred tax assets and liabilities (in thousands):
DECEMBER 31, -------------------- 1993 1994 ------- ------- Deferred tax assets: Included in other current assets-- Accounts receivable reserves.................................................... $ 1,198 $ 1,005 Capitalized inventory costs and inventory reserves.............................. 1,724 1,860 Other........................................................................... 114 217 ------- ------- 3,036 3,082 ------- ------- Included in other noncurrent assets-- Net operating loss carryforwards of subsidiary.................................. 947 868 Other........................................................................... -- 211 ------- ------- 947 1,079 ------- ------- Deferred tax liabilities: Included in accrued liabilities-- Inventory....................................................................... -- (157) Other........................................................................... -- (178) ------- ------- -- (335) ------- ------- Included in noncurrent liabilities-- Depreciation and amortization................................................... (313) (397) Lease transaction............................................................... (436) -- Other........................................................................... (358) (316) ------- ------- (1,107) (713) ------- ------- Total net deferred tax assets.............................................. $ 2,876 $ 3,113 ------- ------- ------- -------
A subsidiary of the Company has available net operating loss carryforwards ('NOLs') of approximately $2.6 million which are available to offset future taxable income in equal annual amounts of approximately $232,000 through 2005. SFAS No. 109 requires that the tax benefit of such NOLs be recorded as an asset to the extent that management assesses the utilization of such NOLs to be more likely than not. Management has determined, based on the subsidiary's recent operating earnings and expectations for the future, that operating income of the subsidiary will be sufficient to fully utilize the available NOLs. F-14 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) 7. STOCK OPTION AND BENEFIT PLANS The Company has the following stock option plans in effect: 1991 Stock Option Plan--for directors, officers and key employees, under which options for an aggregate of 1,372,500 shares of Common Stock and Class B Common Stock may be granted. Options as to 949,099 and 968,699 shares of Common Stock and 373,388 and 375,637 shares of Class B Common Stock have been granted as of December 31, 1994 and September 30, 1995, respectively. The terms of the plan require the option price per share to be equivalent to fair market value. Options are for a term of ten years and may be exercised as determined by the Option Committee. The Option Committee may waive the vesting period and permit options to be exercised immediately. 1983 Executive Stock Option Plan--for directors, officers and key employees. This plan expired in February 1993; therefore, no additional options may be granted. Options as to 48,547 shares of Common Stock and 8,978 shares of Class B Common Stock are outstanding under this plan at December 31, 1994. The terms of the plan required the option price per share to be equivalent to fair market value. Options are for a term of ten years and, generally, may be exercised in annual 20% installments beginning one year after grant. The Option Committee may waive the vesting period and permit options to be exercised immediately. Summarized information for the above plans is as follows:
YEARS ENDED DECEMBER 31, ---------------------------------- SEPTEMBER 30, 1992 1993 1994 1995 -------- --------- --------- ------------- (UNAUDITED) Options outstanding at beginning of period......... 872,968 865,711 1,032,612 1,066,286 Granted............................................ 837,355 219,750 104,025 31,250 Exercised.......................................... (801,457) (31,144) (46,426) (22,712) Cancelled.......................................... (43,155) (21,705) (23,925) (16,088) -------- --------- --------- ------------- Options outstanding at end of period............... 865,711 1,032,612 1,066,286 1,058,736 -------- --------- --------- ------------- -------- --------- --------- ------------- Exercisable at end of period....................... 263,892 533,685 791,788 873,732 -------- --------- --------- ------------- -------- --------- --------- ------------- Available for future grant......................... 423,034 120,738 50,013 28,164 -------- --------- --------- ------------- -------- --------- --------- ------------- Average prices of options exercised................ $5.55 $5.00 $6.61 $6.43 -------- --------- --------- ------------- -------- --------- --------- ------------- Price range of options outstanding at end of period........................................... $4.13 $4.21 $5.00 $5.00 to to to to $8.50 $10.67 $11.00 $15.25
The Company has a profit sharing retirement plan for its employees (other than Heating & Cooling's) which is qualified under Section 401(k) of the Internal Revenue Code. The Company makes an annual matching contribution equal to 50% of eligible employee compensation deferrals (not to exceed 1.5% of compensation), in cash or the Company's common stock, to the plan on behalf of its employees. Heating & Cooling sponsors a separate 401(k) plan and makes a matching cash contribution. For the years ended December 31, 1992, 1993 and 1994, aggregate contributions to these plans were $165,000, $207,000 and $268,000, respectively. F-15 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) 7. STOCK OPTION AND BENEFIT PLANS--(CONTINUED) In 1993, Watsco implemented a reverse split-dollar insurance program for its officers providing Watsco with limited interests in the policies including death benefits aggregating approximately $5 million plus any prepaid and unearned premiums. Under the insurance program, the officers retain all incidents of ownership in excess of the Company's limited interests. For the years ended December 31, 1993 and 1994, the Company recorded expense of $45,000 and $49,000, respectively, related to this program. The Company has a Key Executive Non-Qualified Deferred Compensation Plan. At December 31, 1994, there were two individuals participating in this plan. For the years ended December 31, 1992, 1993 and 1994, the Company recorded expense of $95,000, $45,000 and $158,000, respectively, related to this plan. 8. ACQUISITIONS Effective April 23, 1993, Watsco acquired 80% and Rheem acquired 20% of the common stock of Comfort Supply, a Texas-based distributor of residential central air conditioners and related parts and supplies, for approximately $4,022,000. The cash consideration paid by Watsco amounted to $3,418,000 and was made out of a portion of the proceeds from the sale of Watsco's Common Stock completed in February 1993 (see Note 11). On June 12, 1993, Heating & Cooling purchased certain accounts and notes receivable, inventory and other operating assets from Air Conditioning Sales, Inc. ('ACS'), a wholesale distributor of residential central air conditioners and related parts and supplies operating four distribution centers in central California. Consideration for the purchase included the assumption of certain liabilities aggregating $5,080,000 (including $2,042,000 payable to Rheem), a cash payment of $2,073,000 to an escrow account for the settlement of certain obligations of the seller and a cash payment to the seller of $211,000. In connection with this transaction, Heating & Cooling issued $2,000,000 of its 6.5% Series A Preferred Stock (the 'H&C Preferred Stock') to Rheem in settlement of a like amount of accounts payable due Rheem. The H&C Preferred Stock is in preference to the common stock of Heating & Cooling in any dissolution or winding up and may be redeemed at any time at the option of Heating & Cooling. Cumulative dividends are paid annually on January 1. The H&C Preferred Stock is included in minority interests in the accompanying consolidated balance sheets. The above acquisitions were accounted for under the purchase method of accounting and, accordingly, the results of operations of the acquired companies have been included in the consolidated statements of income beginning on the dates of acquisition. The excess of the aggregate purchase price over the tangible net assets acquired of $1,705,000 is being amortized on a straight-line basis over 40 years. F-16 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) 8. ACQUISITIONS--(CONTINUED) The unaudited pro forma information of the Company as if the above acquisitions had occurred on January 1, 1992 and giving effect to the three-for-two stock split, is as follows (in thousands, except per share data):
YEARS ENDED DECEMBER 31, ------------------------ 1992 1993 -------- -------- Revenues..................................................................... $247,376 $249,630 Net income................................................................... $ 3,283 $ 5,072 Primary earnings per share................................................... $ .71 $ .85 Fully diluted earnings per share............................................. $ .65 $ .82
The unaudited pro forma information is not necessarily indicative of either the results of operations that would have occurred had the above companies been acquired and the Company actually been combined during the years presented or of future results of operations of the combined companies. 9. INSURANCE PROCEEDS Following Hurricane Andrew in August 1992, the Company filed insurance claims for business interruption. In June 1993, the Company received net proceeds of $1,130,000 from its insurance carrier. 10. PUT/CALL AGREEMENTS The Company and Rheem have executed a shareholder agreement with respect to Gemaire that provides, among other things that annually during any election period, as defined, after the year ended December 31, 1992, the Company could 'put' its ownership interest in Gemaire to Rheem and, after the year ended December 31, 1996, Rheem could 'call' the Company's ownership interest in Gemaire, at a price based on a valuation formula. The put/call price is defined as the Company's ownership percentage multiplied by the greater of (i) an amount equal to (a) seven times the average of Gemaire's highest EBIT (earnings before interest and taxes) for each of the three out of the four full fiscal years immediately preceding the date the put/call price is being calculated, less (b) the total amount of Gemaire's interest-bearing bank debt as reflected in the most recent fiscal year audited financial statements or (ii) an amount equal to (a) Gemaire's tangible net book value as of the closing date, plus (b) goodwill arising out of the acquisition of Gemaire. For the years ended December 31, 1991, 1992, 1993 and 1994, EBIT for Gemaire was $4,449,000, $5,327,000, $6,351,000 and $7,659,000, respectively, and interest-bearing bank debt and book value were $9,100,000 and $11,411,000, respectively, at December 31, 1994. The Company and Rheem have also executed a shareholder agreement with respect to Heating & Cooling which provides, among other things, that annually during any election period, as defined, after the year ended December 31, 1995, the Company can 'put' its ownership interest in Heating & Cooling to Rheem and after the year ended December 31, 1996, that Rheem can 'call' the Company's ownership F-17 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) 10. PUT/CALL AGREEMENTS--(CONTINUED) interest in Heating & Cooling, at a price based on a valuation formula. The put/call price is defined as the Company's ownership percentage multiplied by the greater of (i) an amount equal to (a) six times Heating & Cooling's highest annual EBIT during the four full fiscal years immediately preceding the date of the exercise less (b) specified long-term debt as of the date of the balance sheet for the fiscal year immediately preceding the exercise date, less (c) a working capital adjustment, as defined, if any; or (ii) an amount equal to (a) Heating & Cooling's tangible net book value as of the closing date, plus (b) the goodwill arising out of the acquisition of Heating & Cooling by the Company, plus (c) $5,000,000. For the years ended December 31, 1991, 1992, 1993 and 1994, EBIT for Heating & Cooling was $4,254,000, $4,708,000, $2,892,000 and $3,532,000, respectively, and its book value was $12,846,000 at December 31, 1994. The specified long-term debt and working capital adjustment, if any, cannot be calculated until the year of exercise. The Company and Rheem have also executed a shareholder agreement with respect to Comfort Supply which provides, among other things, that annually during any election period, as defined, after the year ended December 31, 1996, the Company can 'put' its ownership interest in Comfort Supply to Rheem and that Rheem can 'call' the Company's ownership interest in Comfort Supply, at a price based on a valuation formula. The put/call price is defined as the Company's ownership percentage multiplied by the greater of: (i) an amount equal to seven times the average of Comfort Supply's highest EBIT for each of the three out of the four full fiscal years immediately prior to the election period or (ii) an amount equal to (a) Comfort Supply's tangible net book value as of the closing date, plus (b) goodwill arising out of the acquisition of Comfort Supply, plus (c) $2,000,000. For the fiscal years ended December 22, 1993 and December 23, 1994, EBIT for Comfort Supply was $2,721,000 and $3,503,000, respectively, and its book value was $5,325,000 at December 22, 1994. See Note 15 for an update of the put/call agreements. Combined summarized financial information of Gemaire, Heating & Cooling and Comfort Supply, net of minority interests, is as follows (in thousands):
NINE MONTHS ENDED YEARS ENDED DECEMBER 31, SEPTEMBER 30, -------------------------------- -------------------- 1992 1993 1994 1994 1995 -------- -------- -------- -------- -------- (UNAUDITED) Total revenues........................... $146,269 $181,524 $229,796 $174,110 $209,241 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Net income............................... $ 3,175 $ 4,555 $ 5,199 $ 4,370 $ 5,557 -------- -------- -------- -------- -------- -------- -------- -------- -------- -------- Total assets............................. $ 59,730 $ 84,749 $ 88,719 $102,826 $116,842 -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
11. SHAREHOLDERS' EQUITY The authorized capital stock of the Company at December 31, 1993 and 1994 is 10,000,000 shares of Common Stock (redesignated from Class A Common Stock in June 1994) and 4,000,000 shares of Class B F-18 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) 11. SHAREHOLDERS' EQUITY--(CONTINUED) Common Stock. Common Stock and Class B Common Stock share equally in the earnings of the Company, and are identical in most other respects except (i) Common Stock has limited voting rights, each share of Common Stock being entitled to one vote on most matters and each share of Class B Common Stock being entitled to ten votes; (ii) shareholders of Common Stock are entitled to elect 25% of the Board of Directors (rounded up to the nearest whole number) and Class B shareholders are entitled to elect the balance of the Board of Directors; (iii) cash dividends may be paid on Common Stock without paying a cash dividend on Class B Common Stock and no cash dividend may be paid on Class B Common Stock unless at least an equal cash dividend is paid on Common Stock; and (iv) Class B Common Stock is convertible at any time into Common Stock on a one for one basis at the option of the shareholder. In April 1992, the Company declared a 5% stock dividend on its Common Stock and Class B Common Stock and issued 117,558 shares of Common Stock and 68,889 shares of Class B Common Stock. In September 1992, the Company registered for sale 450,000 shares of its Common Stock and subsequently sold 79,200 shares and realized net proceeds of $563,000. In February 1993, the Company completed the sale of 1,200,000 shares of Common Stock resulting in net proceeds of $9,495,000. In connection with the sale of these shares, the Company deregistered the remainder of the unsold shares related to the September 1992 registration described above. 12. COMMITMENTS AND CONTINGENCIES At December 31, 1994, the Company is obligated under non-cancelable operating leases of real property and equipment used in its operations for minimum annual rentals as follows: $3,704,000 in 1995; $2,769,000 in 1996; $2,264,000 in 1997; $1,327,000 in 1998; $745,000 in 1999 and $903,000 thereafter. Rental expense for the years ended December 31, 1992, 1993 and 1994 was $2,865,000, $3,584,000 and $4,026,000, respectively. The Company is from time to time involved in routine litigation. Based on the advice of litigation counsel, the Company believes that such actions presently pending will not have a material adverse impact on the Company's consolidated financial position or results of operations. 13. INDUSTRY SEGMENT INFORMATION At December 31, 1994, the Company operated principally in two industry segments. Operations in the Climate Control segment are conducted through the Company's three distribution subsidiaries, Gemaire, Heating & Cooling and Comfort Supply, which distribute residential central air conditioners to both the homebuilding and replacement markets. This segment's operations also include the Watsco Components, Inc., Cam-Stat, Inc. and Rho Sigma, Inc. subsidiaries which manufacture and sell air conditioning, heating and refrigeration components and accessories to original equipment manufacturers and the service and repair markets. Operations in the Personnel Services segment are through Dunhill Personnel System, Inc., which provides temporary help and permanent placement services throughout the United States and Canada. There are no sales between industry segments. Operating profit is total revenues less operating expenses. F-19 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) 13. INDUSTRY SEGMENT INFORMATION--(CONTINUED) Identifiable assets by industry are those assets that are used in the Company's operations in each segment. Corporate assets consist primarily of cash and cash equivalents, marketable securities and real property. Export sales totaled approximately $4,676,000, $3,555,000 and $6,606,000 for the years ended December 31, 1992, 1993 and 1994, respectively.
CLIMATE PERSONNEL CONTROL SERVICES OTHER CONSOLIDATED -------- --------- ------ ------------ (IN THOUSANDS) YEAR ENDED DECEMBER 31, 1993 Revenues.................................................. $203,067 $ 27,589 $ 230,656 -------- --------- ------------ -------- --------- ------------ Operating income.......................................... $ 12,589 $ 422 $ 13,011 -------- --------- -------- --------- Insurance proceeds........................................ 1,130 Interest expense.......................................... (2,756) Unallocated corporate expenses............................ (1,621) Investment income, net.................................... 383 ------------ Income before income taxes and minority interests......... $ 10,147 ------------ ------------ Identifiable assets....................................... $ 99,628 $ 6,817 $ 106,445 -------- --------- -------- --------- Corporate assets.......................................... 3,240 ------------ Total assets.............................................. $ 109,685 ------------ ------------ Depreciation and amortization............................. $ 1,165 $ 150 $ 176 $ 1,491 -------- --------- ------ ------------ -------- --------- ------ ------------ Capital expenditures, net................................. $ 2,470 $ 36 $ 488 $ 2,994 -------- --------- ------ ------------ -------- --------- ------ ------------ YEAR ENDED DECEMBER 31, 1994 Revenues.................................................. $253,433 $ 30,298 $ 283,731 -------- --------- ------------ -------- --------- ------------ Operating income.......................................... $ 16,401 $ 1,216 $ 17,617 -------- --------- -------- --------- Interest expense.......................................... (3,155) Unallocated corporate expenses............................ (2,574) Investment income, net.................................... 140 ------------ Income before income taxes and minority interests......... $ 12,028 ------------ ------------ Identifiable assets....................................... $106,415 $ 7,952 $ 114,367 -------- --------- -------- --------- Corporate assets.......................................... 5,297 ------------ Total assets.............................................. $ 119,664 ------------ ------------ Depreciation and amortization............................. $ 1,851 $ 270 $ 224 $ 2,345 -------- --------- ------ ------------ -------- --------- ------ ------------ Capital expenditures, net................................. $ 3,455 $ 316 $ 377 $ 4,148 -------- --------- ------ ------------ -------- --------- ------ ------------
F-20 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) 13. INDUSTRY SEGMENT INFORMATION--(CONTINUED)
CLIMATE PERSONNEL CONTROL SERVICES OTHER CONSOLIDATED -------- --------- ------ ------------ (IN THOUSANDS) NINE MONTHS ENDED SEPTEMBER 30, 1995 Revenues.................................................. $226,689 $ 23,501 $ 250,190 -------- --------- ------------ -------- --------- ------------ Operating income.......................................... $ 16,273 $ 882 $ 17,155 -------- --------- -------- --------- Interest expense.......................................... (3,064) Unallocated corporate expenses............................ (1,628) Investment income, net.................................... 181 ------------ Income before income taxes and minority interests......... $ 12,644 ------------ ------------ Identifiable assets....................................... $136,191 $ 7,939 $ 144,130 -------- --------- -------- --------- Corporate assets.......................................... 3,435 ------------ Total assets.............................................. $ 147,565 ------------ ------------ Depreciation and amortization............................. $ 1,685 $ 141 $ 231 $ 2,057 -------- --------- ------ ------------ -------- --------- ------ ------------ Capital expenditures, net................................. $ 2,338 $ 378 $ 449 $ 3,165 -------- --------- ------ ------------ -------- --------- ------ ------------
F-21 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) 14. UNAUDITED QUARTERLY FINANCIAL DATA Summarized unaudited quarterly results of operations for the years ended December 31, 1993 and 1994 and for the nine months ended September 30, 1995 are as follows (in thousands, except per share data):
1ST 2ND 3RD 4TH QUARTER QUARTER(1) QUARTER QUARTER TOTAL ------- ---------- ------- ------- -------- YEAR ENDED DECEMBER 31, 1993: Revenues.............................................. $38,652 $ 59,546 $72,474 $59,984 $230,656 Gross profit.......................................... 9,031 13,732 16,094 13,073 51,930 Net income............................................ 343 2,216 1,830 652 5,041 Earnings per share(2): Primary............................................ $.07 $.37 $.29 $.10 $.85 Fully diluted...................................... .07 .35 .28 .10 .82 YEAR ENDED DECEMBER 31, 1994: Revenues.............................................. $55,252 $ 75,827 $82,805 $69,847 $283,731 Gross profit.......................................... 13,218 16,717 18,731 14,546 63,212 Net income............................................ 690 1,926 2,307 839 5,762 Earnings per share(2): Primary............................................ $.11 $.30 $.36 $.13 $.89 Fully diluted...................................... .11 .29 .35 .13 .87 NINE MONTHS ENDED SEPTEMBER 30, 1995: Revenues.............................................. $60,321 $ 91,062 $98,807 Gross profit.......................................... 14,735 20,144 21,668 Net income............................................ 901 2,301 2,831 Earnings per share(2): Primary............................................ $.14 $.35 $.42 Fully diluted...................................... .13 .34 .41
- ------------------------ (1) The second quarter of 1993 includes the non-recurring receipt of insurance proceeds for business interruption claims made by the Company following Hurricane Andrew, which had the effect of increasing net income by $706,000. Excluding this item, fully diluted earnings per share was $.24 ($.25 primary) for the second quarter of 1993 and $.71 ($.73 primary) for the year ended December 31, 1993. (2) Quarterly earnings per share are calculated on an individual basis and, because of rounding and changes in the weighted average shares outstanding during the year, in total may not equal the amount calculated for the year as a whole. F-22 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) 15. SUBSEQUENT EVENTS On March 13, 1995, Gemaire purchased certain accounts receivable, inventory and other operating assets and assumed certain liabilities of H.B. Adams, a wholesale distributor of residential air conditioners and related parts and supplies operating seven branch locations in central Florida. Cash consideration paid by Gemaire totaled approximately $7.8 million and is subject to adjustment upon the completion of an audit of the assets purchased and liabilities assumed. On April 18, 1995, the Company's Board of Directors authorized, for both classes of the Company's common stock, a three-for-two stock split effected in the form of a 50% stock dividend payable on May 15, 1995 to shareholders of record as of April 28, 1995. Shareholders' equity has been restated to give retroactive effect to the stock split for all periods presented by reclassifying from retained earnings or paid-in capital to common stock the par value of the additional shares arising from the split. In addition, all references in the consolidated financial statements to number of shares, per share amounts, stock option data, and market prices of both classes of the Company's common stock have been restated. On June 5, 1995, the shareholders approved and amended the Company's Amended and Restated Articles of Incorporation to increase the number of authorized shares of Common Stock, par value $.50, to 40,000,000. On October 26, 1995, the Company purchased certain accounts receivable, inventory and other operating assets and assumed certain liabilities of Central Air Conditioning Distributors, Inc., a Winston-Salem, North Carolina-based wholesale distributor of air conditioning, heating and refrigeration products operating five branch locations, for $9.0 million. The purchase price is subject to adjustment upon the completion of an audit of the assets purchased and liabilities assumed. In connection with this acquisition, the Company assumed liabilities of $2.1 million. The excess of aggregate purchase price over the fair value of the net assets acquired will be amortized on a straight-line basis over 40 years. In December 1995, the Company entered into an interest rate swap agreement with a bank to hedge $10 million of variable-rate debt outstanding. In December 1995, the Company entered into a letter of intent to acquire the assets and certain liabilities of Three States Supply, Inc. ('Three States'), a distributor of building materials used primarily in the heating and air conditioning industry. In January 1996, the Company and Rheem amended the Gemaire, Heating & Cooling and Comfort Supply put/call agreements delaying Rheem's right to call the Company's ownership interest in Gemaire, Heating & Cooling and Comfort Supply until the election period, as defined, in 1998. In January 1996, the Company filed a secondary offering with the Securities and Exchange Commission to sell 1,600,000 shares of Common Stock during February 1996. Such shares will consist of 1,200,000 newly issued shares and 400,000 shares from selling shareholders. The Company plans to use the net proceeds to acquire Three States, to repay a portion of the Company's outstanding borrowings under its revolving credit facilities and for general corporate purposes, including possible future acquisitions. In February 1996, the Company entered into a Stock Exchange Agreement and Plan of Reorganization (the 'Exchange Agreement') with Rheem to acquire Rheem's minority interests in the common stock (the F-23 WATSCO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) 15. SUBSEQUENT EVENTS--(CONTINUED) 'Minority Interests') of three of the Company's distribution subsidiaries in exchange for $23 million of its unregistered Common Stock. Rheem's shares of the 6.5% Series A Preferred Stock issued by Heating & Cooling (described in Note 8) will not be acquired by the Company in this transaction and continues to be outstanding. The closing of the Company's acquisition of the Minority Interests is subject to certain conditions precedent, including the receipt of approval from the Federal Trade Commission. In connection with the Exchange Agreement, the existing Rheem distribution agreements will be extended for an initial term of ten (10) years which expire on the tenth anniversary of the Exchange Agreement, with annual renewals thereafter. The Put/Call Agreements discussed in Note 10 are effectively eliminated under the terms of the Exchange Agreement because the rights to 'put' or 'call' become exercisable primarily upon occurrence of certain insolvency events. F-24 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO THE BOARD OF DIRECTORS OF THREE STATES SUPPLY COMPANY, INC. We have audited the accompanying balance sheet of Three States Supply Company, Inc. (a Tennessee corporation and subsidiary of UIS, Inc.) as of December 31, 1994 and the related statements of income, retained earnings and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Three States Supply Company, Inc. as of December 31, 1994 and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. RHEA & IVY, P.L.C. Memphis, Tennessee, February 7, 1995 (except with respect to the matter discussed in Note 7, as to which the date is January 18, 1996) F-25 THREE STATES SUPPLY COMPANY, INC. BALANCE SHEETS (IN THOUSANDS)
DECEMBER 31, SEPTEMBER 30, 1994 1995 ------------ ----------- (UNAUDITED) ASSETS Current assets: Cash.............................................................................. $ 355 $ 1,531 Accounts receivable, less allowance for doubtful accounts of $52,000 at December 31, 1994 and $111,000 at September 30, 1995 (unaudited)........................... 5,545 6,596 Inventories....................................................................... 6,663 6,039 Prepaid expenses.................................................................. 46 78 Deferred income taxes............................................................. 140 175 ------------ ------------- Total current assets......................................................... 12,749 14,419 Property and equipment: Land.............................................................................. 257 283 Buildings and leasehold improvements.............................................. 1,417 1,440 Machinery and equipment........................................................... 3,870 4,210 ------------ ------------- 5,544 5,933 Less: Accumulated depreciation.................................................... (2,744) (3,076) ------------ ------------- 2,800 2,857 Other assets........................................................................ 10 -- ------------ ------------- $ 15,559 $ 17,276 ------------ ------------- ------------ ------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable.................................................................. $ 1,138 $ 1,906 Accrued compensation and other expenses........................................... 715 702 Income taxes payable.............................................................. 592 783 ------------ ------------- Total current liabilities.................................................... 2,445 3,391 Noncurrent liabilities: Due to parent company............................................................. 4,628 4,220 Deferred income taxes............................................................. 160 171 ------------ ------------- Total noncurrent liabilities................................................. 4,788 4,391 Commitments and contingencies (Note 6) Shareholders' equity: Common stock--authorized, 20,000 shares of $10.00 par value; issued and outstanding, 1,000 shares......................................................... 10 10 Retained earnings................................................................. 8,316 9,484 ------------ ------------- Total shareholders' equity.......................................................... 8,326 9,494 ------------ ------------- $ 15,559 $ 17,276 ------------ ------------- ------------ -------------
The accompanying notes to financial statements are an integral part of these balance sheets. F-26 THREE STATES SUPPLY COMPANY, INC. STATEMENTS OF INCOME AND RETAINED EARNINGS (IN THOUSANDS)
NINE MONTHS ENDED YEAR ENDED SEPTEMBER 30, DECEMBER 31, ------------------ 1994 1994 1995 ------------ ------- ------- (UNAUDITED) Net sales.................................................................... $ 44,941 $33,723 $36,234 Cost of sales................................................................ 34,896 26,161 27,735 ------------ ------- ------- Gross profit............................................................... 10,045 7,562 8,499 Selling, general and administrative expenses................................. 8,374 6,486 6,795 ------------ ------- ------- Operating income........................................................... 1,671 1,076 1,704 Other income and expense, net................................................ 208 171 225 ------------ ------- ------- Income before income taxes................................................. 1,879 1,247 1,929 Income taxes................................................................. (738) (489) (761) ------------ ------- ------- Net income................................................................. 1,141 758 1,168 Retained earnings, beginning of period....................................... 7,175 7,175 8,316 ------------ ------- ------- Retained earnings, end of period............................................. $ 8,316 $ 7,933 $ 9,484 ------------ ------- ------- ------------ ------- -------
The accompanying notes to financial statements are an integral part of these statements. F-27 THREE STATES SUPPLY COMPANY, INC. STATEMENTS OF CASH FLOWS (IN THOUSANDS)
NINE MONTHS ENDED YEAR ENDED SEPTEMBER 30, DECEMBER 31, ------------------ 1994 1994 1995 ------------ ------- ------- (UNAUDITED) Cash flows from operating activities Net income................................................................. $ 1,141 $ 758 $ 1,168 ------------ ------- ------- Adjustments to reconcile net income to net cash provided by (used in) operating activities Depreciation and amortization........................................... 531 398 401 Provision (benefit) deferred income taxes............................... 15 -- (24) Gain on disposal of property............................................ (27) (27) (15) Cash provided by (used in) changes in assets and liabilities: Accounts and notes receivable......................................... (657) (1,386) (1,051) Prepaid expenses and other assets..................................... 5 (12) (22) Inventories........................................................... (332) 256 624 Accounts payable...................................................... (470) (312) 768 Other accrued expenses................................................ 129 238 (13) Income taxes payable.................................................. 104 1 191 ------------ ------- ------- Total adjustments.................................................. (702) (844) 859 ------------ ------- ------- Net cash provided by (used in) operating activities............. 439 (86) 2,027 ------------ ------- ------- Cash flows from investing activities Purchase of property and equipment......................................... (804) (749) (458) Proceeds from the sale of property and equipment........................... 54 54 15 ------------ ------- ------- Net cash used in investing activities........................... (750) (695) (443) ------------ ------- ------- Cash flows from financing activities Advances from parent company............................................... 1,034 788 1,592 Repayments of advances from parent company................................. (500) -- (2,000) ------------ ------- ------- Net cash provided by (used in) financing activities............. 534 788 (408) ------------ ------- ------- Net increase in cash......................................................... 223 7 1,176 Cash, beginning of period.................................................... 132 132 355 ------------ ------- ------- Cash, end of period.......................................................... $ 355 $ 139 $ 1,531 ------------ ------- ------- ------------ ------- ------- Supplemental disclosure of cash flow information: State income taxes paid.................................................... $ 137 $ 102 $ 131 ------------ ------- ------- ------------ ------- -------
The accompanying notes to financial statements are an integral part of these statements. F-28 THREE STATES SUPPLY COMPANY, INC. NOTES TO FINANCIAL STATEMENTS (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) NOTE (1)--SUMMARY OF ACCOUNTING POLICIES Three States Supply Company, Inc., a Tennessee corporation (hereinafter referred to as the 'Company') is a 99.8% owned subsidiary of UIS, Inc. (the 'Parent'). The Company is engaged in the wholesale distribution of building materials primarily used in the air conditioning and heating industry. The accompanying unaudited financial statements as of September 30, 1995 and for the nine month periods ended September 30, 1994 and 1995 have been prepared in accordance with generally accepted accounting principles for interim financial information. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements of the Company included herein. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 1995 are not necessarily indicative of the results that may be expected for the year ending December 31, 1995. A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements is as follows: CONCENTRATION OF CREDIT RISK Financial instruments that potentially subject the Company to credit risk consist principally of cash and accounts receivable. The Company places its temporary cash with high credit quality financial institutions. Concentrations of credit risk with respect to accounts receivable are limited due to the large numbers of customers comprising its customer base. The Company establishes and monitors an allowance for doubtful accounts based on the credit risk of specific customers, historical trends and other information. INVENTORIES Inventories are stated at the lower of cost or market; cost is determined using the last-in, first-out ('LIFO') method as more fully described in Note 2. DEPRECIATION AND AMORTIZATION Depreciation of property and equipment is provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated useful lives, using the straight-line method. Leasehold improvements are amortized over the lives of the respective leases or the useful lives of the improvements, whichever is shorter. Depreciation and amortization expense was $531,000 for the year ending December 31, 1994. The useful lives of property and equipment for purposes of computing depreciation and amortization are: Buildings and leasehold improvements 5-20 years Machinery and equipment 3-10 years F-29 THREE STATES SUPPLY COMPANY, INC. NOTES TO FINANCIAL STATEMENTS--(CONTINUED) (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) NOTE (1)--SUMMARY OF ACCOUNTING POLICIES--(CONTINUED) INCOME TAXES The taxable income of the Company is included in the consolidated tax return of the Parent and, accordingly, taxes are reported using the separate return method under a tax sharing arrangement with the Parent. Deferred tax assets and liabilities reflect the future tax consequences of the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. NOTE (2)--EFFECT OF LIFO INVENTORY ON OPERATIONS Inventories consist primarily of finished goods and are stated at the lower of cost, determined by the LIFO method, or market. If the first-in, first-out ('FIFO') method had been used for all inventories, inventories would have been increased by $2,380,000 at December 31, 1994 and $2,486,000 at September 30, 1995 (unaudited) and cost of sales would have been decreased by $394,000 for the year ended December 31, 1994 and $106,000 for the nine month period ended September 30, 1995 (unaudited). The effect of the LIFO inventory decrement for the nine month period ended September 30, 1995 (unaudited) had the effect of reducing cost of sales by $104,000 for the period. A summary of inventory is as follows (in thousands):
DECEMBER 31, SEPTEMBER 30, 1994 1995 ------------ ------------- (UNAUDITED) Inventories at FIFO....................................................... $ 9,043 $ 8,525 LIFO reserve.............................................................. (2,380) (2,486) ------------ ------------- Inventories at LIFO....................................................... $ 6,663 $ 6,039 ------------ ------------- ------------ -------------
NOTE (3)--EMPLOYEE BENEFIT PLAN The Company maintains a defined contribution savings and investment plan whereby employees can elect to contribute up to 10% of their annual gross earnings to the plan. The Company, at its discretion, may match 50% of the employees' contributions of up to 5% of the employees' gross annual earnings (as defined in the plan). The Company has elected to match the maximum allowable under the plan. Contributions of $60,000 were recorded in the accompanying income statement for the year ended December 31, 1994. NOTE (4)--DUE TO PARENT COMPANY The amount due to Parent represents cash advances to the Company from the Parent and is noninterest bearing. It is not expected that the amount due will be paid in the following year, therefore it is classified as a noncurrent liability. F-30 THREE STATES SUPPLY COMPANY, INC. NOTES TO FINANCIAL STATEMENTS--(CONTINUED) (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) NOTE (5)--INCOME TAXES The income tax provision for the year ended December 31, 1994 consists of (in thousands): Federal............................................................... $607 State................................................................. 131 ---- $738 ---- ---- Current............................................................... $723 Deferred.............................................................. 15 ---- $738 ---- ---- A reconciliation of the provision for federal income taxes from the federal statutory rate of the Parent (35%) to the effective income tax rate as reported for the year ended December 31, 1994 is as follows (in thousands): Federal statutory rate................................................ 35.0% State taxes, net of Federal benefit................................... 4.0% Other, net............................................................ 0.3% ---- 39.3% ---- ---- The following is a summary of the significant components of the Company's deferred tax assets and liabilities at December 31, 1994 (in thousands): Deferred tax assets, current: Accounts receivable reserves......................................... $ 18 Capitalized inventory costs.......................................... 108 Other................................................................ 14 ----- $ 140 ----- ----- Deferred tax liabilities, noncurrent: Depreciation and amortization........................................ $(145) Other................................................................ (15) ----- (160) ----- Net deferred tax liability...................................... $ (20) ----- ----- Management believes that it is more likely than not the deferred tax assets will be utilized; accordingly, no valuation allowance is required. F-31 THREE STATES SUPPLY COMPANY, INC. NOTES TO FINANCIAL STATEMENTS--(CONTINUED) (INFORMATION WITH RESPECT TO SEPTEMBER 30, 1994 AND 1995 IS UNAUDITED) NOTE (6)--COMMITMENTS AND CONTINGENCIES The Company conducts a portion of its operations from leased warehouses. The following is a schedule by year of future minimum rental payments under non-cancellable operating leases for each of the years ended December 31 (in thousands): 1995.................................................................. $322 1996.................................................................. 213 1997.................................................................. 198 1998.................................................................. 145 1999.................................................................. 26 ---- $904 ---- ---- Rent expense for leased facilities totaled $365,000 for the year ended December 31, 1994. NOTE (7)--SUBSEQUENT EVENT In December 1995, the Parent entered into a letter of intent to sell the net assets and business of the Company to Watsco, Inc. The transaction is dependent upon the completion of a definitive purchase agreement. The accompanying financial statements do not include the effects, if any, on the carrying amount of assets and liabilities relative to the transaction contemplated in the letter of intent. F-32 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS The following unaudited pro forma combined financial information gives effect to Watsco, Inc. and its subsidiaries' (the 'Company') proposed acquisition of the assets and certain liabilities of Three States Supply Company, Inc. ('Three States'), and the acquisition of Rheem's minority interests in the common stock (the 'Minority Interests') of three of the Company's distribution subsidiaries. Both transactions are expected to be consummated during the first quarter of 1996. The Company's acquisition of Three States is subject to various conditions, including the negotiation of an asset purchase agreement, and accordingly there can be no assurance that such purchase will be consummated. The closing of the Company's acquisition of the Minority Interests is subject to certain conditions precedent, including the receipt of approval from the Federal Trade Commission. Rheem's shares of the 6.5% Series A Preferred Stock issued by Heating & Cooling (described in Note 8 to the historical financial statements) was not acquired by the Company in this transaction and continues to be outstanding. The pro forma information is based on the historical financial statements of the Company and Three States. The proposed acquisitions are being accounted for under the purchase method of accounting. The unaudited pro forma combined balance sheet as of September 30, 1995 gives effect to the acquisition of the Minority Interests, the Three States acquisition and the issuance and sale by the Company of the Common Stock and the application of the net proceeds therefrom as if they had been consummated on September 30, 1995. This balance sheet combines the unaudited historical balance sheets as of September 30, 1995 of the Company and Three States. The unaudited pro forma combined income statement for the year ended December 31, 1994 gives effect to the acquisition of the Minority Interests, the Three States acquisition and the issuance and sale by the Company of the Common Stock and the application of the net proceeds therefrom as if they had been consummated on January 1, 1994. This pro forma income statement combines the audited statements for the year ended December 31, 1994 of the Company and Three States. The unaudited pro forma combined income statement for the nine months ended September 30, 1995 gives effect to the acquisition of the Minority Interests, the Three States acquisition and the issuance and sale by the Company of the Common Stock and the application of the net proceeds therefrom as if they had been consummated on January 1, 1995. This pro forma income statement combines the unaudited income statement for the nine months ended September 30, 1995 of the Company and Three States. The pro forma statements may not necessarily be indicative of the results that would actually have been obtained had the acquisition of the Minority Interests and the Three States acquisition occurred on the dates indicated or which may be obtained in the future. In the opinion of the Company's management, all adjustments necessary to present fairly such pro forma financial statements have been included. This unaudited pro forma combined financial information should be read in conjunction with the historical financial statements and related notes of the Company and Three States, which appear elsewhere in this Prospectus. F-33 UNAUDITED PRO FORMA COMBINED BALANCE SHEET SEPTEMBER 30, 1995 (IN THOUSANDS)
PRO FORMA PRO FORMA ADJUSTMENTS ADJUSTMENTS RELATED TO THE RELATED TO THE ACQUISITION OF ACQUISITION OF THE MINORITY THREE STATES INTERESTS AND THE OFFERING PRO FORMA ------------------ PRO FORMA ---------------- COMBINED COMPANY DR (CR) COMBINED THREE STATES DR (CR) AS ADJUSTED -------- ------------------ --------- ------------ ---------------- ----------- ASSETS Current assets: Cash and cash equivalents $ 3,190 $ 3,190 $ 1,531 $ 18,902(3) $ 7,327 (16,296)(4) Marketable securities.... 1,281 1,281 -- 1,281 Accounts receivable, net.................... 47,413 47,413 6,596 54,009 Inventories.............. 61,654 61,654 6,039 2,486(4) 70,179 Prepaid expenses and other current assets... 5,123 5,123 253 (175)(4) 5,201 -------- ------------------ --------- ------------ ---------------- ----------- Total current assets....... 118,661 118,661 14,419 4,917 137,997 Property, plant and equipment, net........... 10,537 10,537 2,857 -- 13,394 Intangible assets, net..... 14,353 $ 5,320(1) 19,673 -- 100(4) 19,773 Other assets............... 4,014 4,014 -- 4,014 -------- ------------------ --------- ------------ ---------------- ----------- $ 147,565 $ 5,320 $ 152,885 $ 17,276 $ 5,017 $ 175,178 -------- ------------------ --------- ------------ ---------------- ----------- -------- ------------------ --------- ------------ ---------------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term obligations............ $ 744 $ 744 $ -- $ 744 Borrowings under revolving credit agreement.............. 49,433 49,433 -- 49,433 Accounts payable and accrued liabilities.... 23,499 23,499 3,391 26,890 -------- ------------------ --------- ------------ ---------------- ----------- Total current liabilities............ 73,676 73,676 3,391 77,067 -------- ------------------ --------- ------------ ---------------- ----------- Long-term obligations: Due to parent company.... -- -- 4,220 $ 4,220(4) -- Bank and other debt...... 4,026 4,026 -- 4,026 Subordinated note........ 2,500 2,500 -- 2,500 Convertible subordinated debentures............. 1,341 1,341 -- 1,341 -------- ------------------ --------- ------------ ---------------- ----------- 7,867 7,867 4,220 4,220 7,867 -------- ------------------ --------- ------------ ---------------- ----------- Deferred income taxes...... 638 638 171 171(4) 638 Preferred stock of subsidiary............ (2,000)(1) 2,000 -- -- 2,000 Minority interests......... 12,780 12,780(1) -- -- -- -- Shareholders' equity: Common Stock............. 2,392 (765)(1) 3,157 10 (600)(3) 3,757 10(4) Class B Common Stock..... 742 742 -- 742 Paid-in capital.......... 19,205 (15,335)(1) 34,540 -- (18,302)(3) 52,842 Retained earnings........ 30,265 30,265 9,484 9,484(4) 30,265 -------- ------------------ --------- ------------ ---------------- ----------- Total shareholders' equity................. 52,604 (16,100) 68,704 9,494 (9,408) 87,606 -------- ------------------ --------- ------------ ---------------- ----------- $ 147,565 $ (5,320) $ 152,885 $ 17,276 $ (5,017) $ 175,178 -------- ------------------ --------- ------------ ---------------- ----------- -------- ------------------ --------- ------------ ---------------- -----------
The accompanying notes to unaudited pro forma combined financial statements are an integral part of this statement. F-34 UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME YEAR ENDED DECEMBER 31, 1994 (IN THOUSANDS, EXCEPT PER SHARE DATA)
PRO FORMA ADJUSTMENTS PRO FORMA ADJUSTMENTS RELATED TO THE RELATED TO THE ACQUISITION OF ACQUISITION OF THE THREE STATES MINORITY INTERESTS AND THE OFFERING PRO FORMA ------------------ PRO FORMA ---------------- COMBINED COMPANY DR (CR) COMBINED THREE STATES DR (CR) AS ADJUSTED -------- ------------------ --------- ------------ ---------------- ----------- Revenues.................. $283,731 $ 283,731 $ 44,941 $ 328,672 Cost of sales and direct service expenses........ 220,519 220,519 34,896 $ (394)(5) 255,021 -------- ------------------ --------- ------------ ---------------- ----------- Gross profit............ 63,212 63,212 10,045 (394) 73,651 Selling, general and administrative expenses 48,169 $ 133(2) $ 48,302 8,374 56,676 -------- ------------------ --------- ------------ ---------------- ----------- Operating income........ 15,043 133 14,910 1,671 (394) 16,975 Other income.............. 140 140 208 (104)(6) 452 Interest expense.......... 3,155 3,155 -- 3,155 -------- ------------------ --------- ------------ ---------------- ----------- Income before income taxes and minority interests.... 12,028 133 11,895 1,879 (498) 14,272 Income taxes.............. 4,630 4,630 738 194(7) 5,562 Minority interests........ 1,636 1,636(8) -- -- -- -------- ------------------ --------- ------------ ---------------- ----------- Net income.............. $ 5,762 $ (1,503) $ 7,265 $ 1,141 $ (304) $ 8,710 -------- ------------------ --------- ------------ ---------------- ----------- -------- ------------------ --------- ------------ ---------------- ----------- Earnings per share: Primary................. $ .89 $ .93 $ .97 -------- --------- ----------- -------- --------- ----------- Fully diluted........... $ .87 $ .91 $ .95 -------- --------- ----------- -------- --------- ----------- Weighted average shares outstanding: Primary................. 6,326 1,353 7,679 1,200 8,879 -------- ------------------ --------- ---------------- ----------- -------- ------------------ --------- ---------------- ----------- Fully diluted........... 6,646 1,353 7,999 1,200 9,199 -------- ------------------ --------- ---------------- ----------- -------- ------------------ --------- ---------------- -----------
The accompanying notes to unaudited pro forma combined financial statements are an integral part of this statement. F-35 UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME NINE MONTHS ENDED SEPTEMBER 30, 1995 (IN THOUSANDS, EXCEPT PER SHARE DATA)
PRO FORMA ADJUSTMENTS PRO FORMA ADJUSTMENTS RELATED TO THE RELATED TO THE ACQUISITION OF ACQUISITION OF THE THREE STATES MINORITY INTERESTS AND THE OFFERING PRO FORMA ------------------ PRO FORMA ---------------- COMBINED COMPANY DR (CR) COMBINED THREE STATES DR (CR) AS ADJUSTED -------- ------------------ --------- ------------ ---------------- ----------- Revenues.................. $250,190 $ 250,190 $ 36,234 $ 286,424 Cost of sales and direct service expenses........ 193,643 193,643 27,735 $ (106)(5) 221,272 -------- ------------------ --------- ------------ ---------------- ----------- Gross profit............ 56,547 56,547 8,499 (106) 65,152 Selling, general and administrative expenses 41,020 $ 100(2) 41,120 6,795 47,915 -------- ------------------ --------- ------------ ---------------- ----------- Operating income........ 15,527 100 15,427 1,704 (106) 17,237 Other income.............. 181 181 225 (78)(6) 484 Interest expense.......... 3,064 3,064 -- 3,064 -------- ------------------ --------- ------------ ---------------- ----------- Income before income taxes and minority interests............. 12,644 100 12,544 1,929 (184) 14,657 Income taxes.............. 4,867 4,867 761 72(7) 5,700 Minority interests........ 1,744 1,744(8) -- -- -- -------- ------------------ --------- ------------ ---------------- ----------- Net income.............. $ 6,033 $ (1,644) $ 7,677 $ 1,168 $ (112) $ 8,957 -------- ------------------ --------- ------------ ---------------- ----------- -------- ------------------ --------- ------------ ---------------- ----------- Earnings per share: Primary................. $ .91 $ .96 $ .98 -------- --------- ----------- -------- --------- ----------- Fully diluted........... $ .87 $ .93 $ .94 -------- --------- ----------- -------- --------- ----------- Weighted average shares outstanding: Primary................. 6,508 1,353 7,861 1,200 9,061 -------- ------------------ --------- ---------------- ----------- -------- ------------------ --------- ---------------- ----------- Fully diluted........... 6,930 1,353 8,283 1,200 9,483 -------- ------------------ --------- ---------------- ----------- -------- ------------------ --------- ---------------- -----------
The accompanying notes to unaudited pro forma combined financial statements are an integral part of this statement. F-36 NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS (IN THOUSANDS, EXCEPT SHARE DATA) (1) Represents the purchase of Rheem Manufacturing Company's ('Rheem') Minority Interests in Gemaire, Heating & Cooling and Comfort Supply (collectively, the 'Distribution Subsidiaries') as follows: Issuance of unregistered Common Stock of the Company................ $16,100 Minority interests in Distribution Subsidiaries...... .............. (12,780) Subsidiary preferred stock included in Minority Interests not purchased by the Company.......................................... 2,000 ------- Excess of purchase price over Minority Interests acquired........... $ 5,320 ------- ------- The unregistered Common Stock valuation was determined by an independent appraisal and reflects a discount from the market value in light of the restrictions on the disposition of shares. (2) Represents the amortization of the excess of purchase price over Minority Interests acquired. Such excess is amortized on a straight-line basis over 40 years. (3) Represents the net proceeds from the issuance of 1,200,000 shares of the Company's Common Stock at an assumed offering price of $17.00 per share determined as follows: Gross proceeds on 1,200,000 shares.................................. $20,400 Payment of estimated underwriters discount and offering expenses.... 1,498 ------- Net proceeds from Common Stock.................................... $18,902 ------- ------- (4) Represents the estimated purchase price for Three States determined as follows: Net assets of Three States.......................................... $ 9,494 Write-up of inventories to fair market value........................ 2,486 Due to parent company not assumed by the Company.................... 4,220 Net liability not assumed by the Company............................ (4) Payment of acquisition expenses..................................... 100 ------- Total purchase price.............................................. $16,296 ------- ------- (5) The inventories included in the historical financial statements of Three States are stated based on the last-in, first-out method. Subsequent to the acquisition of Three States, such inventory amounts will be stated by the Company based on the first-in, first-out ('FIFO') method. These amounts represent an adjustment to cost of sales using the FIFO method as if Three States valued inventories under this method as of the beginning of each period presented in the accompanying pro forma combined financial statements. (6) Represents interest income generated on the remaining net proceeds of the offering not used for the acquisition of Three States. (7) Represents pro forma income taxes at the Company's blended statutory tax rate of 39%. (8) Represents the elimination of the minority interest in the net income of the Distribution Subsidiaries. As a result of the transaction with Rheem described in Note 1 above, the Company will own 100% of the Distribution Subsidiaries. F-37 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY OF THE SELLING SHAREHOLDERS OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SHARES OF COMMON STOCK BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. --------------------- TABLE OF CONTENTS PAGE ----- Prospectus Summary.................................... 3 Use of Proceeds....................................... 7 Capitalization........................................ 8 Price Range of Common Stock........................... 9 Selected Financial Data............................... 10 Management's Discussion and Analysis of Financial Condition and Results of Operations....................................... 12 Business.............................................. 16 Management............................................ 22 Selling Shareholders.................................. 24 Underwriting.......................................... 26 Legal Matters......................................... 27 Experts............................................... 27 Available Information................................. 27 Incorporation of Certain Documents by Reference........................................ 28 Index to Financial Statements......................... F-1 1,600,000 Shares [WATSCO LOGO] Common Stock ------------------------- P R O S P E C T U S ------------------------- PRUDENTAL SECURTES INCORPORATED ROBERT W. BAIRD & CO. INCORPORATED February , 1996 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
TO BE PAID BY TO BE PAID BY THE SELLING THE COMPANY SHAREHOLDERS -------------- ------------- Securities and Exchange Commission registration fee.............................. $ 8,964 $ 2,517 NASD filing fee.................................................................. 2,978 855 New York Stock Exchange listing fees............................................. 4,235 Blue Sky fees and expenses....................................................... 6,500 Printing and engraving expenses.................................................. 60,000 Legal fees and expenses.......................................................... 135,000 Accounting fees and expenses..................................................... 50,000 Miscellaneous.................................................................... 57,323 -------------- ------------- Total..................................................................... $ 325,000 $ 3,372 -------------- ------------- -------------- -------------
All amounts except the Securities and Exchange Commission registration fee, the NASD filing fee and the New York Stock Exchange listing fee are estimated. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 607.0850 of the Florida Business Corporation Act permits a Florida corporation to indemnify a present or former director or officer of the corporation (and certain other persons serving at the request of the corporation in related capacities) for liabilities, including legal expenses, arising by reason of service in such capacity if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and in any criminal proceeding if such person had no reasonable cause to believe his conduct was unlawful. However, in the case of actions brought by or in the right of the corporation, no indemnification may be made with respect to any matter as to which such director or officer shall have been adjudged liable, except in certain limited circumstances. Article VII of the Company's Articles of Incorporation provides that the Company shall indemnify any present or former director or officer of the Company (and certain other persons serving at the request of the Company in related capacities) for liabilities incurred in connection with litigation and by reason of service in such capacity, except in relation to matters as to which he shall be adjudged in such action to be liable for negligence or misconduct in the performance of his duties. Article VIII of the Company's bylaws provides that the Company shall indemnify its officers and directors to the fullest extent permitted by law. The Company maintains a standard policy of directors and officers liability insurance covering directors and officers of the Company with respect to liabilities incurred as a result of their service in such capacities. II-1 ITEM 16. EXHIBITS
EXHIBIT NO. DESCRIPTION - ------- --------------------------------------------------------------------------------------------------------- 1.1 Proposed form of Underwriting Agreement[dagger] 4.1 Company's Amended and Restated Articles of Incorporation (filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q dated June 30, 1995 and incorporated herein by reference). 4.2 Company's Amended Bylaws (filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1985 and incorporated herein by reference). 5.1 Opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. as to the validity of the Common Stock being registered.[dagger] 10.27 Revolving Credit Agreement dated October 26, 1995 by and between CAC Acquisition, Inc. and NationsBank of Florida, N.A.[dagger] 10.28 Letter Agreement dated January 1, 1996 from Rheem Manufacturing Company related to the Subscription and Shareholder Agreements of Gemaire Distributors, Inc., Heating & Cooling Supply, Inc. and Comfort Supply, Inc.[dagger] 10.29 Stock Exchange Agreement and Plan of Reorganization dated February 6, 1996 by and between Watsco, Inc. and Rheem Manufacturing Company.* 23.1 Consent of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. (included in its opinion filed as Exhibit 5.1).[dagger] 23.2 Consent of Arthur Andersen LLP* 23.3 Consent of Rhea & Ivy, P.L.C.*
- ------------------------ * Filed herewith. [dagger] Previously filed. ITEM 17. UNDERTAKINGS. (a) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (b) The undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or II-2 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. (3) For purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on February 7, 1996. WATSCO, INC. By: /s/ RONALD P. NEWMAN Ronald P. Newman, Chief Financial Officer, Secretary and Treasurer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE --------- ----- ----- /s/ ALBERT H. NAHMAD Chairman of the Board (principal executive February 7, 1996 Albert H. Nahmad officer) /s/ RONALD P. NEWMAN Chief Financial Officer, Secretary and February 7, 1996 Ronald P. Newman Treasurer (principal financial and accounting officer) /s/ D. A. COAPE-ARNOLD Director February 7, 1996 D. A. Coape-Arnold /s/ DAVID B. FLEEMAN Director February 7, 1996 David B. Fleeman /s/ JAMES S. GRIEN Director February 7, 1996 James S. Grien /s/ PAUL F. MANLEY Director February 7, 1996 Paul F. Manley /s/ BOB L. MOSS Director February 7, 1996 Bob L. Moss /s/ ROBERTO MOTTA Director February 7, 1996 Roberto Motta /s/ ALAN H. POTAMKIN Director February 7, 1996 Alan H. Potamkin
II-4
                                                                   EXHIBIT 10.29
                            STOCK EXCHANGE AGREEMENT
                           AND PLAN OF REORGANIZATION

         THIS STOCK EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION (the
"Agreement") is made and entered into as of the ___ day of February, 1996, by
and between WATSCO, INC., a Florida corporation ("Watsco"), and RHEEM
MANUFACTURING COMPANY, a Delaware corporation ("Rheem").

                                 R E C I T A L S

         A. Rheem currently owns (i) 200 shares of stock of Comfort Supply,
Inc., a Delaware corporation (the "Comfort Supply Stock"), (ii) 20 shares of
stock of Gemaire Distributors, Inc., a Florida corporation (the "Gemaire
Stock"), and (iii) 500 shares of stock of Heating & Cooling Supply, Inc., a
California corporation (the "Heating & Cooling Stock" and together with the
Comfort Supply Stock and the Gemaire Stock, collectively, the "Stock").

         B. Rheem desires to transfer, convey, assign, deliver and set over unto
Watsco all of the Stock in exchange for that number of shares of common stock,
$.50 par value per share, of Watsco, whose value equals Twenty-Three Million and
No/100 Dollars ($23,000,000.00) (the "Watsco Stock"), as determined by the
average of the closing sales price on the New York Stock Exchange for a share of
common stock, $.50 par value per share, of Watsco for the ten (10) trading days
preceding the Closing Date (as hereinafter defined).

         C. Watsco desires to issue, transfer, convey, assign, deliver and set
over unto Rheem the Watsco Stock in exchange for the Stock.

         D. Upon the execution of this Agreement and the consummation of the
transactions contemplated hereby, Watsco will own all of the issued and
outstanding shares of common stock of Comfort Supply, Inc., Gemaire
Distributors, Inc. and Heating & Cooling Supply, Inc.

                                A G R E E M E N T

         In consideration of the premises, the respective mutual agreements,
covenants, representations and warranties herein contained, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto intending to be bound legally, hereby agree as
follows:

         1. EXCHANGE OF STOCK.

            1.1 TRANSFER OF THE STOCK. At the Closing (as hereinafter defined),
Rheem shall transfer, convey, assign and set over unto Watsco all of the Stock
and deliver to Watsco certificates representing the Stock, together with
appropriate stock powers, in form and substance satisfactory to Watsco and its
legal counsel.





            1.2 ISSUANCE OF THE WATSCO STOCK. At the Closing, Watsco shall
instruct its transfer agent to issue, transfer, convey, assign and set over unto
Rheem all of the Watsco Stock and deliver to Rheem certificates representing
Watsco Stock, together with appropriate stock powers, if necessary, in form and
substance satisfactory to Rheem and its legal counsel.

            1.3 NO FRACTIONAL SECURITIES. No certificates or scrip representing
fractional shares of Watsco Stock shall be issued upon the exchange of
certificates pursuant to this Section 1. In lieu of any such fractional
securities: (i) Rheem shall be issued one additional share of Watsco Stock in
the event that Rheem is entitled to receive, under the terms of this Agreement,
a fractional share of Watsco Stock which is equal to or greater than 50/100 of
one share and (ii) Rheem shall not be entitled to any further consideration,
whether in the form of stock or cash, in the event Rheem is entitled to receive,
under the terms of this Agreement, a fractional share of Watsco Stock which is
less than 50/100 of one share.

         2. CLOSING.

            2.1 The closing of the transactions contemplated by this Agreement
(the "Closing") shall take place on February 29, 1996 (or, if the conditions set
forth in Sections 7 and 8 hereof have not been satisfied or waived by such date,
no later than three (3) business days after all such conditions have been
satisfied or waived), at the offices of Greenberg, Traurig, Hoffman, Lipoff,
Rosen & Quentel, P.A., 1221 Brickell Avenue, Miami, Florida 33131, at 10:00
a.m., or at such other place and time as the parties hereto may agree. The date
upon which the Closing occurs is hereinafter referred to as the "Closing Date".

            2.2 DELIVERIES BY RHEEM. At or prior to the Closing, Rheem shall
deliver (or cause to be delivered) to Watsco:

                (i)   certificates representing all of the Stock, together with
appropriate stock powers; and

                (ii)  all other documents, instruments, agreements and all
certificates and other evidence as Watsco or its counsel may reasonably request
as to the satisfaction of the conditions to Watsco's obligations set forth
herein.

            2.3 DELIVERIES BY WATSCO. At or prior to the Closing, Watsco shall
deliver (or cause to be delivered) to Rheem:

                (i)   certificates representing all of the Watsco Stock,
together with appropriate stock powers, if necessary; and

                (ii)  all other documents, instruments, agreements, certificates
and other evidence as Rheem or its counsel may reasonably request as to the
satisfaction of the conditions to Rheem's obligations set forth herein.

                                      - 2 -




         3. REPRESENTATIONS AND WARRANTIES OF RHEEM. In order to induce Watsco
to enter into this Agreement, and to consummate the transactions contemplated
hereby, Rheem hereby represents and warrants to Watsco as follows:

            3.1 STATUS OF RHEEM. Rheem is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware. Rheem has
all necessary corporate power and authority to own, manage, lease and hold its
properties and to execute, deliver and perform its obligations under this
Agreement and consummate the transactions contemplated hereby.

            3.2 AUTHORITY; APPROVAL; ENFORCEABILITY. The execution, delivery and
performance by Rheem of this Agreement, and of each and every agreement,
document and instrument of conveyance contemplated hereby, and the consummation
of the transactions contemplated hereby and thereby have been duly and validly
authorized by all necessary corporate action. This Agreement is, and when
executed and delivered all such other agreements, documents and instruments
contemplated by this Agreement will be, valid, binding and enforceable against
Rheem in accordance with their respective terms, except to the extent that
enforcement thereof may be limited by applicable bankruptcy, reorganization,
insolvency or moratorium laws, or other laws or principles of equity affecting
the enforcement of creditors' rights. All persons who have executed this
Agreement on behalf of Rheem and who will execute any other agreement, document
or instrument contemplated by this Agreement on behalf of Rheem have been duly
authorized to do so by all necessary corporate action.

            3.3 NO CONFLICT; NO CONSENTS REQUIRED. Neither the execution and
delivery by Rheem of this Agreement nor the consummation by Rheem of the
transactions contemplated hereby, nor compliance by Rheem with any of the
provisions hereof, will (i) conflict with or result in a breach of any provision
of the certificate of incorporation, bylaws or any other organizational document
of Rheem; (ii) result in the creation of a lien, charge or encumbrance upon any
of Rheem's assets; (iii) breach, conflict with, constitute a default (with or
without the giving of notice or the lapse of time or both) with respect to, or
result in the cancellation, termination or acceleration of the performance of
any obligations or indebtedness under the terms and conditions of, any contract,
agreement, commitment, indenture, mortgage, note, bond, license or other
instrument or obligation to which Rheem is now a party or by which Rheem or its
properties or assets may be bound or affected; (iv) violate any law or any rule
or regulation of any administrative agency or governmental body, or any
judgment, order, writ, injunction or decree of any court, administrative agency
or governmental body to which Rheem or its assets are or may be subject; or (v)
except for the Hart-Scott-Rodino filing and the consent of Rheem's lenders,
require Rheem to obtain or make any waiver, consent, approval or authorization
of, or registration, declaration, notice or filing with, any private
non-governmental third party or any federal, state, local or other governmental
authority. No approval, authorization, consent or other order or action of, or
filing by Rheem with any court, administrative agency, governmental authority or
any other person is required for the execution and delivery by Rheem of this
Agreement or the consummation by Rheem of the transactions contemplated hereby.

                                      - 3 -





            3.4 TITLE TO STOCK. Rheem owns all right, title and interest in and
to the Stock, free and clear of any security interests, charges, liens or other
encumbrances of any kind whatsoever, and the Stock represents all of Rheem's
right, title and interest in Comfort Supply, Inc., Gemaire Distributors, Inc.
and Heating & Cooling Supply, Inc. At the Closing, Rheem will transfer, convey,
assign and deliver, and Watsco will acquire, good, valid and marketable title to
the Stock, free and clear of all security interests, charges, liens or other
encumbrances of any kind whatsoever.

            3.5 SECURITIES MATTERS.

                3.5.1 Rheem is acquiring the Watsco Stock issuable in connection
with the transactions contemplated hereby for its own account and not with a
view to, or for sale in connection with, any "distribution," as such term is
used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities
Act"), of any Watsco Stock in violation of the Securities Act.

                3.5.2 Rheem is an "accredited investor," as that term is defined
in Rule 501(a) of Regulation D promulgated under the Securities Act.

                3.5.3 Rheem understands that (i) the Watsco Stock issued in
connection with the transactions contemplated hereby will be restricted
securities within the meaning of Rule 144 of the Securities Act ("Rule 144");
(ii) such securities are not registered; (iii) such securities must be held
indefinitely and that no transfer of such securities may be made by Rheem unless
(A) the sale of such securities has been registered under the Securities Act and
any applicable state securities laws, or (B) an exemption from registration is
available under applicable state securities laws and the Securities Act,
including in accordance with the terms and conditions of Rule 144; and (iv) in
any event, the exemption from registration under Rule 144 will not be available
unless such securities have been beneficially owned for at least two years.

                3.5.4 Rheem understands that the certificates representing the
Watsco Stock issued pursuant to this Agreement shall bear a legend substantially
as follows:

         "The shares represented by this certificate have not been registered
         under the Securities Act of 1933 or any applicable state law. They may
         not be offered for sale, sold or transferred without (1) registration
         under the Securities Act of 1933 and any applicable state law, or (2)
         at holder's expense, an opinion (satisfactory to Rheem) of counsel
         (satisfactory to Rheem) that registration is not required."

                3.5.5 Rheem (i) has received and reviewed (x) Watsco's Annual
Report on Form 10-K for the year ended December 31, 1994, (y) Watsco's Quarterly
Report on Form 10-Q for the nine (9) months ended September 30, 1995 and (z) the
annual and other

                                      - 4 -





periodic reports, special reports and registration statements filed by Watsco
with the Securities and Exchange Commission and/or any other securities exchange
during the past two (2) years, and (ii) has been afforded, prior to execution of
this Agreement, the opportunity to ask questions of, and receive answers from
Watsco, and to obtain any additional information relating to the transactions
contemplated hereby, to the extent Watsco possesses such information or could
have acquired it without unreasonable effort or expense, and in general has had
access to all information Rheem has deemed material to its decision to approve
the transaction contemplated hereby.

            3.6 FAMILIARITY WITH WATSCO. Rheem is familiar with and
knowledgeable with regard to the operations of Watsco and its assets, properties
and businesses.

            3.7 ACCURACY OF INFORMATION. None of the representations or
warranties by Rheem in this Agreement or in any statement or certificate
furnished or to be furnished to Watsco pursuant to the terms of this Agreement
contains or will contain any untrue statement of a material fact, or omits or
will omit to state a material fact, necessary to make the statement contained
therein not misleading or necessary in order to provide Watsco with complete and
accurate information in respect of all of the properties, assets and affairs of
Rheem.

         4. REPRESENTATIONS AND WARRANTIES OF WATSCO. In order to induce Rheem
to enter into this Agreement, and to consummate the transactions contemplated
hereby, Watsco hereby represents and warrants to Rheem as follows:

            4.1 STATUS OF WATSCO. Watsco is a corporation duly organized,
validly existing and in good standing under the laws of the State of Florida.
Watsco has all requisite corporate power and authority to own, manage, lease and
hold its properties and to execute, deliver and perform its obligations under
this Agreement and consummate the transactions contemplated hereby.

            4.2 AUTHORITY. The execution, delivery and performance by Watsco of
this Agreement, and of each and every agreement, document and instrument
contemplated hereby, and the consummation of the transactions contemplated
hereby and thereby have been duly authorized by all necessary corporate action.
This Agreement is, and when executed and delivered all such agreements,
documents and instruments contemplated by this Agreement will be, valid, binding
and enforceable against Watsco in accordance with their respective terms, except
to the extent that enforcement thereof may be limited by applicable bankruptcy,
reorganization, insolvency or moratorium laws, or other laws or principles of
equity affecting the enforcement of creditors' rights. All persons who have
executed this Agreement on behalf of Watsco and who will execute any other
agreement, document or instrument contemplated by this Agreement on behalf of
Watsco have been duly authorized to do so by all necessary corporate action.

            4.3 NO CONFLICT. Neither the execution and delivery by Watsco of
this Agreement nor the consummation by Watsco of the transactions contemplated
hereby, nor

                                      - 5 -





compliance by Purchaser with any of the provisions hereof, will (i) conflict
with or result in a breach of any provision of the articles of incorporation,
bylaws or any other organizational document of Watsco, (ii) result in the
creation of a lien, charge or encumbrance upon any of Watsco's assets; (iii)
breach, conflict with, constitute a default (with or without the giving of
notice or the lapse of time or both) with respect to, or result in the
cancellation, termination or acceleration of the performance of any obligations
or indebtedness under the terms and conditions of, any contract, agreement,
commitment, indenture, mortgage, note, bond, license or other instrument or
obligation to which Watsco is now a party or by which Watsco or its properties
or assets may be bound or affected; (iv) violate any law or any rule or
regulation of any administrative agency or governmental body, or any judgment,
order, writ, injunction or decree of any court, administrative agency or
governmental body to which Watsco or its assets are or may be subject; or (v)
except for the Hart-Scott-Rodino filing and any necessary filing with the New
York Stock Exchange, require Watsco to obtain or make any waiver, consent,
approval or authorization of, or registration, declaration, notice or filing
with, any private non-governmental third party or any federal, state, local or
other governmental authority. No approval, authorization, consent or other order
or action of, or filing by Watsco with any court, administrative agency,
governmental authority or any other person is required for the execution and
delivery by Watsco of this Agreement or the consummation by Watsco of the
transactions contemplated hereby.

            4.4 TITLE TO WATSCO STOCK. The Watsco Stock (i) has been duly
authorized and validly issued, (ii) is fully paid and non-assessable and (iii)
is free and clear of any security interests, charges, liens or encumbrances of
any kind whatsoever. At the Closing, Watsco will transfer and convey, and Rheem
will acquire, good, valid and marketable title to the Watsco Stock, free and
clear of all security interests, charges, liens and other encumbrances of any
kind whatsoever.

            4.5 SECURITIES MATTERS.

                4.5.1 Watsco is acquiring the Stock transferred in connection
with the transactions contemplated hereby for its own account and not with a
view to, or for sale in connection with, any "distribution," as such term is
used in Section 2(11) of the Securities Act of 1933, as amended (the "Securities
Act"), of any Stock in violation of the Securities Act.

                4.5.2 Watsco is an "accredited investor," as that term is
defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

                4.5.3 Watsco understands that (i) the Stock issued in connection
with the transactions contemplated hereby are not registered, and (ii) such
securities must be held indefinitely and that no transfer of such securities may
be made by Watsco unless (A) the sale of such securities has been registered
under the Securities Act and any applicable state securities laws, or (B) an
exemption from registration is available under the Securities Act and applicable
state securities laws.

                                      - 6 -





                4.5.4 Watsco understands that the certificates representing the
Stock issued pursuant to this Agreement shall bear a legend substantially as
follows:

         "The shares represented by this certificate have not been registered
         under the Securities Act of 1933 or any applicable state law. They may
         not be offered for sale, sold or transferred without (1) registration
         under the Securities Act of 1933 and any applicable state law, or (2)
         at holder's expense, an opinion (satisfactory to Watsco) of counsel
         (satisfactory to Watsco) that registration is not required."

                4.5.5 Watsco has been afforded, prior to execution of this
Agreement, the opportunity to ask questions of, and receive answers from Rheem
and to obtain any additional information relating to the transactions
contemplated hereby, to the extent Rheem possesses such information or could
have acquired it without unreasonable effort or expense, and in general has had
access to all information Watsco has deemed material to its decision to approve
the transactions contemplated hereby.

            4.6 FAMILIARITY WITH COMPANIES. Watsco is actively involved in the
operation of Comfort Supply, Inc., Gemaire Distributors, Inc. and Heating &
Cooling Supply, Inc. and is intimately familiar with and knowledgeable with
regard to the assets and businesses of Comfort Supply, Inc., Gemaire
Distributors, Inc. and Heating & Cooling Supply, Inc.

            4.7 ACCURACY OF INFORMATION. None of the representations or
warranties by Watsco in this Agreement or in any statement or certificate
furnished or to be furnished to Rheem pursuant to the terms of this Agreement
contains or will contain any untrue statement of a material fact, or omits or
will omit to state a material fact, necessary to make the statement contained
therein not misleading or necessary in order to provide Rheem with complete and
accurate information in respect of all of the properties, assets and affairs of
Watsco.

            4.8 TAX MATTERS.

                4.8.1 Heating & Cooling Supply, Inc. has no plan or intention to
acquire or redeem the Series A Preferred Stock.

                4.8.2 Neither Gemaire Distributors, Inc., Heating & Cooling
Supply, Inc., nor Comfort Supply, Inc., has any plans or intentions to issue
additional shares of its stock to the extent doing so would result in Watsco
losing control of Gemaire Distributors, Inc., Heating & Cooling Supply, Inc., or
Comfort Supply, Inc., within the meaning of Section 368(c) of the Internal
Revenue Code of 1986, as amended.

                4.8.3 Watsco has no plan or intention to liquidate or merge
Gemaire Distributors, Inc., Heating & Cooling Supply, Inc., or Comfort Supply,
Inc. into another corporation; to cause Gemaire Distributors, Inc., Heating &
Cooling Supply, Inc., or Comfort

                                      - 7 -





Supply, Inc., to sell or otherwise dispose of any of its assets, except for
dispositions in the ordinary course of business; or to sell or otherwise dispose
of any of the stock of Gemaire Distributors, Inc., Heating & Cooling Supply,
Inc., or Comfort Supply, Inc., except for transfers described in Section
368(a)(2)(C) of the Internal Revenue Code of 1986, as amended.

                4.8.4 It is the present plan and intention of Watsco either to
(i) continue the respective historic businesses of Gemaire Distributors, Inc.,
Heating & Cooling Supply, Inc., and Comfort Supply, Inc., or (ii) use a
significant portion of their respective historic business assets in a business.

         5. COVENANTS AND AGREEMENTS. Watsco and Rheem hereby covenant and agree
as follows:

            5.1 TERMINATION OF EXISTING AGREEMENTS. Upon consummation of the
Closing, each of the Subscription and Shareholders' Agreements between Watsco
and Rheem in respect of Comfort Supply, Inc., Gemaire Distributors, Inc. and
Heating & Cooling Supply, Inc., each of which is attached hereto as Exhibit "A"
(collectively, the "Subscription and Shareholders' Agreements") , shall
terminate and be of no further force and effect except as otherwise provided in
Sections 5.2 and 5.3 of this Agreement.

            5.2 PUT AND CALL.

                5.2.1 Watsco and Rheem hereby agree that the "put" and "call"
provisions contained in Section 3 of each of the Subscription and Shareholders'
Agreements shall continue to be valid, binding and enforceable obligations of
each of Watsco and Rheem and, except as provided below, no such "put" or "call"
shall be exercisable prior to the tenth (10th) anniversary of the date of this
Agreement, if not terminated sooner:

                      (a) Notwithstanding anything to the contrary contained
                      in this Agreement, unless otherwise mutually agreed by
                      Watsco and Rheem, Rheem shall have the right to exercise a
                      "call" during the next succeeding Election Period (as
                      defined in the Subscription and Shareholders Agreements)
                      with respect to the corporation in question in the event
                      of:

                          (i)   The appointment of a trustee, receiver or other
                                custodian for all or any substantial portion of
                                the property of Gemaire Distributors, Inc.,
                                Heating & Cooling Supply, Inc., Comfort Supply,
                                Inc., and/or Watsco; or

                          (ii)  A judicial finding that Gemaire Distributors,
                                Inc., Heating & Cooling Supply, Inc.,

                                      - 8 -





                                Comfort Supply, Inc. and/or Watsco is insolvent
                                or bankrupt; or

                          (iii) An assignment by Gemaire Distributors, Inc.,
                                Heating & Cooling Supply, Inc., Comfort Supply,
                                Inc. and/or Watsco for the benefit of creditors;
                                or

                          (iv)  An irreconcilable violation of any Distributor
                                Agreement (Distributor Agreement is defined
                                hereinafter in Section 5.10) with Rheem by
                                Comfort Supply, Inc., Gemaire Distributors, Inc.
                                and/or Heating & Cooling Supply, Inc.; or

                          (v)   Watsco takes any of the following actions with
                                respect to Comfort Supply, Inc., Gemaire
                                Distributors, Inc., or Heating & Cooling Supply,
                                Inc., without the express prior written consent
                                of Rheem:

                                (I)   Any change in the number of members of the
                                      Board of Directors of Comfort Supply,
                                      Inc., Gemaire Distributors, Inc., and/or
                                      Heating & Cooling Supply, Inc., from that
                                      existing on the date of this Agreement;

                                (II)  Any violation of Section 1.4 of the
                                      Subscription and Shareholders' Agreements,
                                      which sections shall continue to be valid,
                                      binding and enforceable obligations of
                                      each of Watsco and Rheem (except that in
                                      the case of Section 1.4 of the
                                      Subscription and Shareholders' Agreement
                                      for Heating & Cooling Supply, Inc., Watsco
                                      shall have the right to appoint the
                                      successor to O.M. Butler).

                                (III) The adoption, amendment or repeal of the
                                      Bylaws of Comfort Supply,

                                      - 9 -





                                      Inc., Gemaire Distributors, Inc., and/or
                                      Heating & Cooling Supply, Inc., in
                                      existence on the date of this Agreement;

                                (IV)  The dissolution, liquidation or winding up
                                      of Comfort Supply, Inc., Gemaire
                                      Distributors, Inc., Heating & Cooling
                                      Supply, Inc. and/or Watsco;

                                (V)   Any amendment to the Articles of
                                      Incorporation of Comfort Supply, Inc.,
                                      Gemaire Distributors, Inc., and/or Heating
                                      & Cooling Supply, Inc.;

                                (VI)  Any change in the business materially away
                                      from distributing heating, ventilating,
                                      air conditioning and cooling and
                                      refrigeration equipment, parts and
                                      supplies by Gemaire Distributors, Inc.,
                                      Heating & Cooling Supply, Inc. and/or
                                      Comfort Supply, Inc.; or

                                (VII) Voluntary submission to receivership,
                                      bankruptcy or any similar status,
                                      insolvency, or partial or complete
                                      dissolution or liquidation or assignment
                                      for the benefit of creditors by Gemaire
                                      Distributors, Inc., Heating & Cooling
                                      Supply, Inc., and/or Comfort Supply, Inc.

                      (b) Notwithstanding anything to the contrary contained in
                      this Agreement, unless otherwise mutually agreed by Watsco
                      and Rheem, Rheem shall have the right to exercise the
                      "call" with respect to Heating & Cooling Supply, Inc.
                      during the next succeeding Election Period (as defined in
                      the Subscription and Shareholders' Agreements) in the
                      event that Watsco takes any of the following actions with
                      respect to Heating & Cooling Supply, Inc. without the
                      express prior written consent of Rheem:

                                     - 10 -





                          (i)   Any assignment, transfer, sale, lease or
                                disposition of the business or assets of Heating
                                & Cooling Supply, Inc., whether now owned or
                                hereafter acquired, other than in the ordinary
                                course of business; or

                          (ii)  Any sale, amalgamation, merger, reorganization,
                                spin off, split up or consolidation, affiliation
                                with, participation in ownership of or joint
                                venture which is precluded under Section
                                5.2.1(a)(v)(VI); or

                          (iii) Any investment by Heating & Cooling Supply, Inc.
                                outside the ordinary course of business;

                          (iv)  Voluntary submission to receivership, bankruptcy
                                or any similar status, insolvency, or partial or
                                complete dissolution or liquidation or
                                assignment for the benefit of creditors by
                                Heating & Cooling Supply, Inc.;

                          (v)   Any liens, charges or encumbrances upon any of
                                its assets or property whether now owned or
                                hereafter acquired, other than as required under
                                credit or loan agreements or with vendors other
                                than in the ordinary course of business by
                                Heating & Cooling Supply, Inc.; or

                          (vi)  Any third party debt unrelated to working
                                capital needs of Heating & Cooling Supply, Inc.
                                and such debt shall reduce the purchase price
                                under Section 3.3.1 (of the appropriate
                                Subscription and Shareholders' Agreement) and
                                which adjustment for the purchase price will be
                                agreed upon prior to the incurrence of the debt.

                      Watsco and Rheem hereby agree that paragraphs (i), (iii),
                      (iv) and (v) only apply to Heating & Cooling Supply, Inc.
                      until the satisfaction of and payment of, when
                      appropriate:

                                     - 11 -





                          (x)   the preferred shares issued by Heating & Cooling
                                Supply Inc., plus accrued dividends thereon; and

                          (y)   the Note owed by Heating & Cooling Supply, Inc.
                                to Rheem plus any accrued interest thereon.

                      (c) Notwithstanding anything to the contrary contained in
                      this Agreement, unless otherwise mutually agreed by Watsco
                      and Rheem, Watsco shall have the right to exercise a "put"
                      during the next succeeding Election Period (as defined in
                      the Subscription and Shareholders' Agreements) in the
                      event of:

                          (i)   The appointment of a trustee, receiver or other
                                custodian for all or any substantial portion of
                                the property of Rheem; or

                          (ii)  A judicial finding that Rheem is insolvent or
                                bankrupt; or

                          (iii) An assignment by Rheem for the benefit of
                                creditors; or

                          (iv)  The dissolution or liquidation of Rheem; or

                          (v)   Rheem impedes the long-term competitiveness of
                                Comfort Supply, Inc., Gemaire Distributors,
                                Inc., or Heating & Cooling Supply, Inc., in
                                terms of quality, price, or delivery; or

                          (vi)  The voluntary submission to receivership,
                                bankruptcy or any similar status, insolvency or
                                partial or complete dissolution or liquidation
                                or assignment for the benefit of creditors by
                                Rheem.

                      (d) In the event of an irreconcilable dispute over whether
                      Rheem impedes the long-term competitiveness of Comfort
                      Supply, Inc., Gemaire Distributors, Inc., or Heating &
                      Cooling Supply, Inc., in terms of quality, price or
                      delivery or where there is an irreconcilable violation of
                      the Distribution Agreements, the parties agree to be bound
                      to the dispute resolution procedures provided in Section
                      5.11.3 herein.

                                     - 12 -





                5.2.2 The "put" and "call" provided for in Section 3 of each of
the Subscription and Shareholders' Agreements and this Section 5.2 shall
terminate on the tenth (10th) anniversary of the date of this Agreement, if not
terminated sooner.

                5.2.3 REFINANCING. Watsco and Rheem hereby agree that the "put"
and "call" formulae shall be modified at such time as Watsco replaces any
existing bank debt at the operating or subsidiary level with intercompany debt.

            5.3 INVENTORY PURCHASE. Watsco and Rheem hereby agree that Section
3.7 of the Subscription and Shareholders' Agreements for Heating & Cooling
Supply, Inc. and Comfort Supply, Inc. shall continue to be valid, binding and
enforceable obligations of each of Watsco and Rheem.

            5.4 FINANCIAL INFORMATION AND ASSURANCE.

                5.4.1 During the term of this Agreement, Watsco shall provide
Rheem with a copy of (i) its annual financial statements, together with the
auditor's report, upon completion thereof, but in no event later than March 30
and (ii) the annual and other periodic reports, special reports and registration
statements to be filed by Watsco with the Securities and Exchange Commission
and/or any other securities exchange at the same time that it files such reports
and registration statements with the governmental authorities and/or securities
exchanges, unless prohibited by law.

                5.4.2 Rheem shall notify Watsco at any time during the term of
this Agreement that Rheem determines in good faith, or otherwise becomes aware
that (a) it is financially incapable, of fulfilling its "put" and "call"
obligations under Section 3 of each of the Subscription and Shareholders'
Agreements and Section 5.2 of this Agreement or (b) an Event of Default as
defined in the Credit Agreement to which it is a party has occurred and is
continuing. Upon receipt of any such notice or if Rheem fails to provide Watsco
with the information specified in the first sentence of this Section 5.4.2,
Watsco shall have the right to terminate the "put" and "call" provisions
contained in Section 3 of each of the Subscription and Shareholders' Agreements
and Section 5.2 of this Agreement.

            5.5 WATSCO AND RHEEM OPTIONS.

                5.5.1 WATSCO OPTION. In the event that Watsco has the right to
accelerate a "put" pursuant to Section 5.2 of this Agreement, Watsco may elect
either to (i) exercise its right to accelerate such "put" or (ii) terminate the
"put" and "call" provisions contained in Section 3 of each of the Subscription
and Shareholders' Agreements and Section 5.1 of this Agreement.

                5.5.2 RHEEM OPTION. In the event that Rheem has the right to
accelerate a "call" pursuant to Section 5.2 of this Agreement, Rheem may elect
either to (i) exercise its right to accelerate such "call" or (ii) terminate the
put and "call" provisions

                                     - 13 -





contained in Section 3 of each of the Subscription and Shareholders' Agreements
and Section 5.1 of this Agreement.

            5.6 WATSCO BOARD OF DIRECTORS. Watsco agrees that, after the Closing
Date and until such time as Rheem owns less than ten percent (10%) of the issued
and outstanding shares of common stock of Watsco, the chief executive officer of
Rheem shall be listed in Watsco's proxy as a nominee to Watsco's Board of
Directors.

            5.7 ENSURE CONDITIONS MET; HART-SCOTT-RODINO FILINGS. Each of Watsco
and Rheem shall use all reasonable efforts to cause the conditions to Watsco's
and Rheem's obligations at Closing to be satisfied on or before the Closing
Date, and specifically to use all reasonable efforts to (i) take, or cause to be
taken, all actions necessary to comply promptly with all legal requirements
which may be imposed on such party with respect to the transactions contemplated
by this Agreement and to consummate the transactions contemplated by this
Agreement, and (ii) to obtain (and to cooperate with the other party to obtain)
any consent, authorization, order or approval of, or any exemption by, any
governmental entity and/or any private third party which is required to be
obtained or made by such party in connection with the transactions contemplated
by this Agreement (including, without limitation, the consent of Rheem's
lenders). The parties hereto specifically agree to promptly prepare and file
their respective Notification and Report Forms under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended ("HSR Act"), in accordance with
applicable law, if such filings are required under applicable law with respect
to this Agreement and the transactions contemplated hereby. Each party hereto
shall furnish to the other party such information and assistance as such other
party may reasonably request in connection with the preparation of any such HSR
filings or submissions and provide the others with copies of all correspondence,
filings or communications (or memoranda setting forth the substance thereof)
between such party or any of its representatives, on the one hand, and any
governmental agency or authority or members of their respective staffs, on the
other hand, with respect to this Agreement and the transactions contemplated
hereby.

            5.8 WATSCO FILINGS. Watsco has heretofore delivered to Rheem copies
of (i) Watsco's Annual Reports on Form 10-K for the fiscal years ended December
31, 1994 and December 31, 1993, (ii) Watsco's Quarterly Report on Form 10-Q for
the nine (9) months ended September 30, 1995 and (iii) the annual and other
periodic reports, special reports and registration statements filed by Watsco
with the Securities and Exchange Commission and/or any other securities exchange
during the past two (2) years. As of their respective dates, such reports
complied in all material respects with all applicable requirements of the
Securities Act or the Securities Exchange Act of 1934, as applicable, and did
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. The
audited consolidated financial statements and unaudited consolidated interim
financial statements of Watsco included in such reports have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis during the periods involved (except as may be indicated in the notes
thereto and, as to unaudited statements, except for the

                                     - 14 -





absence of notes thereto), and present fairly in all material respects the
financial position of Watsco as of the dates thereof and the results of Watsco's
operations for the periods then ended (subject, in the case of unaudited interim
financial statements, to year-end adjustments, all of which adjustments will
consist of normal recurring accruals consistent with past practice).

            5.9 SUPPLEMENTARY ACTION. If at any time after the Closing Date, any
further assignments or assurances in law or any other things are necessary or
desirable to carry out the provisions of this Agreement, the officers and
directors of Watsco and Rheem are hereby authorized and empowered, in the name
of and on behalf of Watsco or Rheem, as the case may be, to execute and deliver
any and all things necessary or proper to vest or to perfect or confirm title to
the Stock and/or the Watsco Stock in Watsco and Rheem, respectively, and
otherwise to carry out the purposes and provisions of this Agreement.

            5.10 EXTENSION OF DISTRIBUTOR AGREEMENTS. Subject to Section 5.11.1
of this Agreement, each of the existing Rheem Manufacturing Distributor
Agreements with Comfort Supply, Inc., Gemaire Distributors, Inc. and Heating &
Cooling Supply, Inc., copies of which are attached hereto as Exhibit "B" (each a
"Distributor Agreement" and collectively, the "Distributor Agreements") shall be
extended for an initial term of ten (10) years which shall expire on the tenth
(10th) anniversary of the date of this Agreement. Thereafter, subject to Section
5.11.1 hereof, the Distributor Agreements shall be "evergreened" since they will
be renewed automatically after the initial term for additional successive terms
of one (1) year each.

            5.11 MODIFICATION OF DISTRIBUTOR AGREEMENTS. Upon the termination of
the "put" and "call" obligations contained in Section 3 of each of the
Subscription and Shareholders' Agreements and Section 5.2 of this Agreement,
Watsco and Rheem hereby agree to modify, in writing, the Distributor Agreements,
as follows:

                 5.11.1 Watsco and Rheem hereby agree that the Distributor
Agreements shall terminate in the event that Rheem impedes the long-term
competitiveness of Comfort Supply, Inc., Gemaire Distributors, Inc. or Heating &
Cooling Supply, Inc., in terms of quality, price or delivery.

                 5.11.2 Watsco and Rheem hereby agree that the Distributor
Agreements shall provide that "specific performance" shall be an available and
permitted remedy in the event of any irreconcilable violation of the Distributor
Agreements.

                 5.11.3 Watsco and Rheem hereby agree that the Distributor
Agreements shall provide that the following dispute resolution procedures shall
govern, in the order of priority set forth below, in the event there is an
irreconcilable dispute between Watsco and Rheem with respect to any of the
Distributor Agreements:

                 (a) The chief executive officers of Watsco and Rheem shall
attempt, in good faith, to resolve the dispute during the ten (10) day period
following the date on which such dispute becomes irreconcilable.

                                     - 15 -





                 (b) In the event that the chief executive officers of Watsco
and Rheem are unable to resolve the dispute within such ten (10) day period, the
dispute shall be submitted to an independent third party mediator to be agreed
upon by the chief executive officers of Watsco and Rheem (or the managing
partner of the Washington, D.C. offices of Price Waterhouse or another "big six"
accounting firm that is not used by or associated with either Rheem or Watsco in
the event that the chief executive officers of Watsco and Rheem are unable to
agree upon an independent third party mediator).

                 (c) In the event that Watsco or Rheem fails to implement the
decision made by the mediator in respect of the dispute within ten (10) days of
such decision, the other party shall have the right to a confession of judgment
to implement the decision of the mediator. Each of Watsco and Rheem hereby agree
to take any and all actions, and to cooperate with the other in any reasonably
requested manner, necessary to obtain any such confession of judgment.

            5.12 TAX TREATMENT. Each of Watsco and Rheem intends for the
transaction contemplated by this Agreement to qualify as a tax-free
reorganization for federal income tax purposes and agrees to retain their own
independent legal counsel to advise them on the tax consequences of the
transaction contemplated by this Agreement. Each of Watsco and Rheem further
agrees to cooperate with the other to ensure, to the maximum extent possible,
that the transaction contemplated by this Agreement will qualify as a tax-free
reorganization for federal income tax purposes.

            5.13 REGISTRATION RIGHTS. Rheem shall be entitled to registration
rights with respect to the Watsco Stock on the first to occur of (i) the second
(2nd) anniversary of the Closing Date or (ii) an event described in Section 5.5
has occurred.

         6. INDEMNIFICATION BY WATSCO.

            6.1 INDEMNIFICATION BY WATSCO. Watsco agrees to indemnify and hold
Rheem harmless from, against and in respect of the full amount of any and all
liabilities, damages, claims, deficiencies, assessments, losses, taxes,
penalties, interest, costs and expenses, including without limitation,
reasonable fees and disbursements of trial and appellate counsel arising from,
in connection with, or incident to any breach or violation of any of the
representations, warranties, covenants or agreements of Watsco contained in this
Agreement.

            6.2 INDEMNIFICATION BY RHEEM. Rheem agrees to indemnify and hold
Watsco harmless from, against and in respect of the full amount of any and all
liabilities, damages, claims, deficiencies, assessments, losses, taxes,
penalties, interest, costs and expenses, including without limitation,
reasonable fees and disbursements of trial and appellate counsel arising from,
in connection with, or incident to any breach or violation of any of the
representations, warranties, covenants or agreements of Rheem contained in this
Agreement.

                                     - 16 -





            6.3 CLAIMS FOR INDEMNIFICATION. A claim for indemnification pursuant
to Section 6.1 or Section 6.2 of this Agreement may be made by any indemnified
party at any time by the giving of written notice thereof to the indemnifying
party. The notice shall set forth in reasonable detail the basis upon which the
claim for indemnification is made.

            6.4 DEFENSE OF CLAIMS. If any person or entity not a party to this
Agreement shall make any demand or claim, or file or threaten to file any
lawsuit, which demand, claim or lawsuit may result in any liability, damage or
loss to any indemnified party or that may cause liability to any indemnified
party as the result of, arising from, in connection with or incident to any
breach or violation of any representations, warranties, covenants, or agreements
contained in this Agreement, then in that event, after notice by the indemnified
party to the indemnifying party of the demand, claim or lawsuit, the
indemnifying party shall have the option, at its cost and expense, to retain
counsel to defend any demand, claim or lawsuit. Thereafter, the indemnified
party shall be permitted to participate in any defense at its own expense. If
the indemnifying party shall fail to respond within ten (10) days after receipt
of the written notice of any demand, claim or lawsuit, the indemnified party
shall retain counsel and conduct the defenses of the demand, claim or lawsuit as
it may in its discretion deem proper, at the cost and expense of the
indemnifying party. The indemnities from the indemnifying party to the
indemnified party shall include any liability, damage or losses the indemnified
party may suffer as the result of the demand, claim or lawsuit.

         7. CONDITIONS TO RHEEM'S OBLIGATION TO CLOSE. Rheem's obligation to
consummate the transactions contemplated by this Agreement shall be subject to
each of the following:

            7.1 The expiration or termination, at or prior to the Closing, of
the applicable Hart-Scott-Rodino waiting period.

            7.2 The receipt of the consents of the Lenders.

            7.3 The recapitalization of Heating & Cooling Supply, Inc., pursuant
to Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended, such
that after the recapitalization, the authorized capital stock of Heating &
Cooling Supply, Inc. shall be (i) 10,000 shares of Common Stock which shall be
entitled to vote on a one vote per share basis, 5,000 shares of which shall be
issued to Watsco and 5,000 shares of which shall be issued to Rheem and (ii)
2,000 shares of Series A Preferred Stock which shall be entitled to vote on a
one vote per share basis, all of which shall be issued to Rheem.

            7.4 Heating & Cooling Supply, Inc., shall have permanently amended
its charter and the Certificate of Determination of Preferences, Series A to
reflect that each share of Series A Preferred Stock shall be entitled to vote on
a one vote per share basis.

         8. CONDITIONS TO WATSCO'S OBLIGATION TO CLOSE. Watsco's obligation to
consummate the transactions contemplated by this Agreement shall be subject to
the expiration or termination, at or prior to Closing, of the applicable
Hart-Scott-Rodino waiting period.

                                     - 17 -





         9. MISCELLANEOUS.

            9.1 GOVERNING LAW; JURISDICTION; VENUE. This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida.
The parties hereto agree that any action brought by Rheem in connection with the
transactions contemplated herein shall be brought in the Federal and Florida
state courts located in Dade County, Florida. The parties hereto agree that any
action brought by Watsco in connection with the transactions contemplated herein
shall be brought in the Federal and New York state courts located in New York
County, New York. Each of the parties hereto expressly consents to the
jurisdiction of the foregoing courts and waives any objection that such courts
constitute an inconvenient forum.

            9.2 NO ASSIGNMENT. Except as set forth herein, no party hereto shall
assign its rights, or delegate its obligations, under this Agreement unless and
until any such assignment or delegation shall first be consented to in a written
instrument executed by the other parties hereto.

            9.3 NOTICES. Any notices, requests, demands and other communications
required or permitted to be given hereunder shall be given in writing and shall
be deemed to have been duly given when delivered by hand or when deposited in
the United States mail, by registered or certified mail, postage prepaid, return
receipt requested, or by delivery to Federal Express priority service or another
reputable overnight courier service, addressed as follows:

                If to Watsco:              Watsco, Inc.
                                           2665 South Bayshore Drive, Suite 901
                                           Coconut Grove, Florida  33133
                                           Attention: Ronald Newman

                with a copy to:            Greenberg, Traurig, Hoffman, Lipoff &
                                           Quentel, P.A.
                                           1221 Brickell Avenue
                                           Miami, Florida 33131
                                           Attention: Martin Kalb, Esq.

                If to Rheem:               Rheem Manufacturing Company
                                           405 Lexington Avenue, 22nd Floor
                                           New York, New York 10174-0307
                                           Attention: Gary L. Tapella

                with a copy to:            Rheem Manufacturing Company
                                           405 Lexington Avenue, 22nd Floor
                                           New York, New York  10174-0307
                                           Attention:  Vincent J. Debo, Esq.

                                     - 18 -





or to such other addresses as the parties hereto from time to time may give
written notice of, in accordance with this section, to the other parties.

            9.4 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto and supersedes all prior agreements,
understandings, negotiations and discussions, both written and oral, between the
parties hereto with respect to the subject matter hereof.

            9.5 AMENDMENT. This Agreement may not be amended or modified in any
way except by a written instrument executed by the parties hereto.

            9.6 BENEFITS; BINDING EFFECT. This Agreement shall be for the
benefit of and binding upon the parties hereto, their respective heirs, personal
representatives, successors and assigns.

            9.7 NO WAIVER. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar), nor shall any such waiver constitute a continuing
waiver unless otherwise expressly so provided.

            9.8 NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person,
firm, corporation, partnership, association or other entity, other than the
parties hereto and their respective heirs, personal representatives, legal
representatives and assigns, any rights or remedies under or by reason of this
Agreement.

            9.9 SEVERABILITY. The invalidity of any one or more of the words,
phrases, sentences, clauses, sections or subsections contained in this Agreement
shall not affect the enforceability of the remaining portions of this Agreement
or any part hereof, all of which are inserted conditionally on their being valid
in law, and, in the event that any one or more of the words, phrases, sentences,
clauses, sections or subsections contained in this Agreement shall be declared
invalid, this Agreement shall be construed as if such invalid section or
sections, or subsection or subsections had not been inserted.

            9.10 PRONOUNS AND PLURALS. Whenever the context may require, any
pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular forms of nouns, pronouns and words
shall include the plural and vice versa.

            9.11 SECTION HEADINGS. The section and other headings contained in
this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of any provisions of this Agreement.

            9.12 ATTORNEYS' FEES. If either party shall retain or engage an
attorney or attorneys to collect or enforce or protect its interest with respect
to this Agreement, the prevailing party shall be entitled to receive from the
other party payment of all costs and

                                     - 19 -





expenses of collection, enforcement, or protection, including reasonable
attorneys' fees, whether or not suit is brought and through all appeals.

            9.13 COUNTERPARTS. This Agreement may be executed in multiple
counterparts and all such counter parts shall collectively constitute an
original Agreement, which may be evidenced by any one counterpart.

         IN WITNESS WHEREOF, the parties hereto have each executed and delivered
this Agreement as of the day and year first above written.

                                    WATSCO, INC., a Florida corporation


                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________

                                    RHEEM MANUFACTURING
                                    COMPANY, a Delaware corporation

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________

                                     - 20 -





                                   EXHIBIT "A"

                    SUBSCRIPTION AND SHAREHOLDERS' AGREEMENTS



                                       A-1






                                   EXHIBIT "B"

               RHEEM MANUFACTURING COMPANY DISTRIBUTOR AGREEMENTS



                                       B-1

                                                                    EXHIBIT 23.2


              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of this
registration statement.

ARTHUR ANDERSEN LLP

   
Fort Lauderdale, Florida,
  February 6, 1996.
    

                                                                    EXHIBIT 23.3

                       CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the inclusion in this registration statement on Form S-3 of
Watsco, Inc. of our report on our audit of the financial statements of Three
States Supply Company, Inc. We also consent to the reference to our firm under 
the caption "Experts."

RHEA & IVY, P.L.C.

Memphis, Tennessee,
   
February 6, 1996.