Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

 

x	Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended June 30, 2011

or

 

¨	Transition Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From                     to

Commission file number 1-5581

I.R.S. Employer Identification Number 59-0778222

 

 

WATSCO, INC.

(a Florida Corporation)

2665 South Bayshore Drive, Suite 901

Miami, Florida 33133

Telephone: (305) 714-4100

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨

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

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

 

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 28,286,850 shares of Common stock ($0.50 par value), excluding treasury shares of 6,322,650 and 4,658,445 shares of Class B common stock ($0.50 par value), excluding treasury shares of 48,263, were outstanding as of August 3, 2011.

 

 

 

---

Table of Contents

WATSCO, INC. AND SUBSIDIARIES

 

 

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

 

				Page No.
PART I.		FINANCIAL INFORMATION
Item 1.		Condensed Consolidated Unaudited Financial Statements
		Condensed Consolidated Unaudited Statements of Income – Quarter and Six Months Ended June 30, 2011 and 2010		3
		Condensed Consolidated Balance Sheets – June 30, 2011 (Unaudited) and December 31, 2010		4
		Condensed Consolidated Unaudited Statements of Cash Flows – Six Months Ended June 30, 2011 and 2010		5
		Notes to Condensed Consolidated Unaudited Financial Statements		6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		14
Item 3.		Quantitative and Qualitative Disclosures about Market Risk		20
Item 4.		Controls and Procedures		20
PART II.		OTHER INFORMATION
Item 1.		Legal Proceedings		20
Item 1A.		Risk Factors		20
Item 6.		Exhibits		21
SIGNATURE				22
EXHIBITS

 

2 of 22

---

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

WATSCO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF INCOME

(In thousands, except per share data)

 

		Quarter Ended June 30,								Six Months Ended June 30,
		2011				2010				2011				2010
Revenues		$	883,548			$	864,805			$	1,417,887			$	1,374,560
Cost of sales			670,357				663,736				1,069,710				1,050,887
Gross profit			213,191				201,069				348,177				323,673
Selling, general and administrative expenses			137,662				130,150				255,938				243,889
Operating income			75,529				70,919				92,239				79,784
Interest expense, net			997				894				1,819				1,791
Income before income taxes			74,532				70,025				90,420				77,993
Income taxes			22,260				21,818				27,026				24,311
Net income			52,272				48,207				63,394				53,682
Less: net income attributable to noncontrolling interest			16,249				13,162				19,871				14,804
Net income attributable to Watsco, Inc.		$	36,023			$	35,045			$	43,523			$	38,878
Earnings per share for Common and Class B common stock:
Basic		$	1.09			$	1.08			$	1.33			$	1.20
Diluted		$	1.09			$	1.08			$	1.32			$	1.20

See accompanying notes to condensed consolidated unaudited financial statements.

 

3 of 22

---

Table of Contents

WATSCO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

 

		June 30, 2011				December 31, 2010
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	18,627			$	126,498
Accounts receivable, net			435,016				305,088
Inventories			612,736				391,925
Other current assets			16,300				14,493
Total current assets			1,082,679				838,004
Property and equipment, net			36,178				31,221
Goodwill			316,060				303,703
Intangible assets, net			76,155				56,627
Other assets			6,820				7,672
		$	1,517,892			$	1,237,227
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term obligations		$	41			$	72
Accounts payable			349,350				182,185
Accrued expenses and other current liabilities			95,955				83,748
Total current liabilities			445,346				266,005
Long-term obligations:
Borrowings under revolving credit agreements			65,000				10,000
Other long-term obligations, net of current portion			16				16
Total long-term obligations			65,016				10,016
Deferred income taxes and other liabilities			36,159				32,310
Commitments and contingencies
Watsco, Inc. shareholders’ equity:
Common stock, $0.50 par value			17,303				17,223
Class B common stock, $0.50 par value			2,354				2,187
Preferred stock, $0.50 par value			—				—
Paid-in capital			488,209				472,883
Accumulated other comprehensive loss, net of tax			(446	)			(593	)
Retained earnings			395,002				387,186
Treasury stock, at cost			(114,425	)			(114,425	)
Total Watsco, Inc. shareholders’ equity			787,997				764,461
Noncontrolling interest			183,374				164,435
Total shareholders’ equity			971,371				928,896
		$	1,517,892			$	1,237,227

See accompanying notes to condensed consolidated unaudited financial statements.

 

4 of 22

---

Table of Contents

WATSCO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2011 and 2010

(In thousands)

 

		2011				2010
Cash flows from operating activities:
Net income		$	63,394			$	53,682
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation and amortization			5,457				5,148
Share-based compensation			2,986				2,907
Provision for doubtful accounts			410				1,816
Loss (gain) on sale of property and equipment			416				(418	)
Deferred income tax provision			1,704				1,216
Non-cash contribution for 401(k) plans			1,718				489
Excess tax benefits from share-based compensation			(880	)			(2,088	)
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable			(104,798	)			(120,494	)
Inventories			(181,808	)			(109,173	)
Accounts payable and other liabilities			169,220				221,543
Other, net			(27	)			2,202
Net cash (used in) provided by operating activities			(42,208	)			56,830
Cash flows from investing activities:
Business acquisitions, net of cash acquired			(35,695	)			(2,406	)
Capital expenditures			(5,730	)			(3,839	)
Proceeds from sale of property and equipment			374				2,073
Net cash used in investing activities			(41,051	)			(4,172	)
Cash flows from financing activities:
Dividends on Common and Class B common stock			(35,707	)			(32,338	)
Return of capital contribution to noncontrolling interest			(32,000	)			—
Distributions to noncontrolling interest			(15,824	)			(3,115	)
Costs related to amendment of revolving credit agreement			(38	)			—
Net repayments of other long-term obligations			(31	)			(90	)
Excess tax benefits from share-based compensation			880				2,088
Net proceeds from issuances of common stock			3,108				3,224
Net proceeds under revolving credit agreements			55,000				7,237
Net cash used in financing activities			(24,612	)			(22,994	)
Net (decrease) increase in cash and cash equivalents			(107,871	)			29,664
Cash and cash equivalents at beginning of period			126,498				58,093
Cash and cash equivalents at end of period		$	18,627			$	87,757
Supplemental cash flow information:
Net assets of locations contributed to joint venture		$	14,769				—

See accompanying notes to condensed consolidated unaudited financial statements.

 

5 of 22

---

Table of Contents

WATSCO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

June 30, 2011

(In thousands, except share and per share data)

 

1.	BASIS OF PRESENTATION

Basis of Consolidation

Watsco, Inc. and its subsidiaries (collectively, “Watsco,” which may be referred to as we, us or our) was incorporated in 1956 and is the largest distributor of air conditioning, heating and refrigeration equipment and related parts and supplies (“HVAC/R”) in the HVAC/R distribution industry. The accompanying Watsco June 30, 2011 interim condensed consolidated unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although we believe the disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation have been included in the condensed consolidated unaudited financial statements herein. These statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2010 Annual Report on Form 10-K.

The condensed consolidated unaudited financial statements contained in this report include the accounts of Watsco and all of its wholly-owned subsidiaries and include the accounts of two joint ventures in which Watsco maintains a 60% controlling interest (see Notes 6 and 7). All significant intercompany balances and transactions have been eliminated.

The results of operations for the quarter and six months ended June 30, 2011 are not necessarily indicative of the results to be expected for the year ending December 31, 2011. Sales of residential central air conditioners, heating equipment and parts and supplies are seasonal. Furthermore, results of operations can be impacted favorably or unfavorably based on weather patterns during the summer and winter selling seasons. Demand related to the residential central air conditioning replacement market is typically highest in the second and third quarters, and demand for heating equipment is usually highest in the fourth quarter. Demand related to the new construction sectors throughout most of the markets is fairly consistent during the year, except for dependence on housing completions and related weather and economic conditions.

Use of Estimates

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

Recently Adopted Accounting Standards

Revenue Arrangements with Multiple Deliverables

On January 1, 2011, we adopted accounting guidance issued by the Financial Accounting Standards Board (“FASB”) that amended the criteria for allocating a contract’s consideration to individual services or products in multiple deliverable arrangements. The adoption of this guidance did not have an impact on our condensed consolidated unaudited financial statements.

Fair Value Measurement Disclosures

On January 1, 2011, we adopted accounting guidance issued by the FASB that required new disclosures about significant transfers between Level 1 and 2 fair value measurements, including the reason for such transfers, and also required information about purchases, sales, issuances and settlements of Level 3 fair value measurements. The adoption of this guidance did not have a significant impact on our condensed consolidated unaudited financial statements.

 

6 of 22

---

Table of Contents

Credit Quality of Financing Receivables and the Allowance for Credit Losses

On January 1, 2011, we adopted accounting guidance issued by the FASB that required new disclosures about the credit quality of financing receivables and their allowance for credit losses. The adoption of this guidance did not have an impact on our condensed consolidated unaudited financial statements because we do not have any financing receivables.

Goodwill Impairment Testing

On January 1, 2011, we adopted accounting guidance issued by the Emerging Issues Task Force (“EITF”) of the FASB requiring that Step 2 of the goodwill impairment test be performed in circumstances where a reporting unit has a zero or negative carrying amount for which qualitative factors exist that indicate that goodwill may be impaired. The adoption of this guidance did not have an impact on our condensed consolidated unaudited financial statements.

Supplementary Pro Forma Information for Business Combinations

On January 1, 2011, we adopted accounting guidance issued by the EITF requiring pro forma financial information for business combinations to be presented as if the business combination occurred at the beginning of the prior annual reporting period when calculating both the current reporting period and the prior reporting period. The adoption of this guidance did not have an impact on our condensed consolidated unaudited financial statements. See Note 6.

 

2.	EARNINGS PER SHARE

We compute earnings per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Shares of our non-vested (restricted) stock are considered participating securities because these awards contain a non-forfeitable right to dividends irrespective of whether the awards ultimately vest. Under the two-class method, earnings per common share for our Common and Class B common stock is computed by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted-average number of shares of Common and Class B common stock outstanding for the period. In applying the two-class method, undistributed earnings are allocated to Common stock, Class B common stock and participating securities based on the weighted-average shares outstanding during the period.

Diluted earnings per share for our Common stock assumes the conversion of all of our Class B common stock into Common stock as of the beginning of the fiscal year and adjusts for the dilutive effects of outstanding stock options using the treasury stock method. As of June 30, 2011 and 2010, our outstanding Class B common stock was convertible into 2,854,093 and 2,866,881 shares of our Common stock, respectively.

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

 

		Quarter Ended June 30,								Six Months Ended June 30,
		2011				2010				2011				2010
Basic Earnings per Share:
Net income attributable to Watsco, Inc. shareholders		$	36,023			$	35,045			$	43,523			$	38,878
Less: distributed and undistributed earnings allocated to non-vested (restricted) common stock			2,456				2,100				2,832				2,342
Earnings allocated to Watsco, Inc. shareholders		$	33,567			$	32,945			$	40,691			$	36,536
Weighted-average Common and Class B common shares outstanding for basic earnings per share			30,685,087				30,461,079				30,643,560				30,413,994
Basic earnings per share for Common and Class B Common stock		$	1.09			$	1.08			$	1.33			$	1.20
Allocation of earnings for Basic:
Common stock		$	30,445			$	29,844			$	36,901			$	33,092
Class B common stock			3,122				3,101				3,790				3,444
		$	33,567			$	32,945			$	40,691			$	36,536

 

7 of 22

---

Table of Contents

Diluted Earnings per Share:
Net income attributable to Watsco, Inc. shareholders		$	36,023			$	35,045			$	43,523			$	38,878
Less: distributed and undistributed earnings allocated to non-vested (restricted) common stock			2,453				2,097				2,831				2,341
Earnings allocated to Watsco, Inc. shareholders		$	33,570			$	32,948			$	40,692			$	36,537

The diluted earnings per share calculation assumes the conversion of all of our Class B common stock into Common stock as of the beginning of the period; therefore, no allocation of earnings to Class B common stock is required.

 

Weighted-average Common and Class B common shares outstanding for basic earnings per share			30,685,087				30,461,079				30,643,560				30,413,994
Effect of dilutive stock options			85,208				108,445				88,973				123,142
Weighted-average Common and Class B common shares outstanding for diluted earnings per share			30,770,295				30,569,524				30,732,533				30,537,136
Diluted earnings per share for Common and Class B common stock		$	1.09			$	1.08			$	1.32			$	1.20
Anti-dilutive stock options not included above			3,297				84,000				3,050				117,561

 

3.	DERIVATIVE FINANCIAL INSTRUMENT

Periodically, we enter into interest rate swap agreements to reduce our exposure to interest rate risk from changing interest rates under our revolving credit agreements. Under the terms of the swap agreements, we agree to exchange, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to the notional principal amount. Any differences paid or received on our interest rate swap agreements are recognized as adjustments to interest expense over the life of each swap, thereby adjusting the effective interest rate on the underlying obligation. Financial instruments are not held or issued for trading purposes. In order to obtain hedge accounting treatment, any derivatives used for hedging purposes must be designated as, and effective as, a hedge of an identified risk exposure at the inception of the contract. Changes in the fair value of the derivative contract must be highly correlated with changes in the fair value of the underlying hedged item at inception of the hedge and over the life of the hedge contract. Accordingly, we record all derivative instruments as either assets or liabilities on the condensed consolidated balance sheets at their respective fair values. We record the change in the fair value of a derivative instrument designated as a cash flow hedge in other comprehensive income to the extent the derivative is effective, and recognize the change in the statement of income when the hedged item affects earnings. Our interest rate hedge is designated as a cash flow hedge.

At June 30, 2011 and December 31, 2010, we had one interest rate swap agreement in effect with a notional value of $10,000, maturing in October 2011. The swap agreement exchanges the variable rate of 30-day LIBOR to a fixed interest rate of 5.07%. For the quarter and six months ended June 30, 2011 and 2010, the hedging relationship was determined to be highly effective in achieving offsetting changes in cash flows.

The negative fair value of the derivative financial instrument was $166 and $399 at June 30, 2011 and December 31, 2010, respectively, and is included, net of accrued interest, in accrued expenses and other current liabilities in the condensed consolidated balance sheets. See Note 4. At June 30, 2011 and December 31, 2010, $94, net of deferred tax benefits of $57 and $238, net of deferred tax benefits of $146, respectively, was included in accumulated other comprehensive loss (“OCL”) associated with the cash flow hedge.

The net change in OCL for the quarters and six months ended June 30, 2011 and 2010 reflected the reclassification of $76, net of income tax benefit of $47, $75, net of income tax benefit of $46, $151, net of income tax benefit of $92 and $150, net of income tax benefit of $92, respectively, of unrealized losses from accumulated OCL to current period earnings (recorded in interest expense, net in the condensed consolidated unaudited statements of income). The net unrealized loss recorded in accumulated OCL will be reclassified to earnings on a monthly basis as interest payments occur. We estimate that approximately $150 in unrealized losses on the derivative instrument accumulated in OCL are expected to be reclassified to earnings during the next four months using a current 30-day LIBOR-based average receive rate (0.21% at June 30, 2011). See Note 5.

 

8 of 22

---

Table of Contents

4.	FAIR VALUE MEASUREMENTS

We carry various assets and liabilities at fair value in the condensed consolidated balance sheets. Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements are classified based on the following fair value hierarchy:

 

Level 1		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2		Observable inputs other than Level 1 prices such as quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active; or model-driven valuations or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3		Unobservable inputs for the asset or liability. These inputs reflect our own assumptions about the assumptions a market participant would use in pricing the asset or liability.

The following tables present our assets and liabilities that are measured at fair value on a recurring basis and the levels of inputs used to measure fair value:

 

		Fair Value at				Fair Value Measurements at June 30, 2011 Using
Description		June 30, 2011				Level 1				Level 2				Level 3
Assets:
Available-for-sale securities		$	161			$	161				—				—
Liabilities:
Derivative financial instrument		$	166				—			$	166				—
		Fair Value at				Fair Value Measurements at December 31, 2010 Using
Description		December 31, 2010				Level 1				Level 2				Level 3
Assets:
Available-for-sale securities		$	157			$	157				—				—
Liabilities:
Derivative financial instrument		$	399				—			$	399				—

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

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

Derivative financial instrument – the derivative is a pay-variable, receive fixed interest rate swap based on 30-day LIBOR. Fair value is based on model-derived valuations using the respective LIBOR rate, which is observed at quoted intervals for the full term of the swap and incorporates adjustments to appropriately reflect our nonperformance risk and the counterparty’s nonperformance risk. Therefore, the derivative is classified within Level 2 of the fair value hierarchy. See Note 3.

 

9 of 22

---

Table of Contents

5.	COMPREHENSIVE INCOME

Comprehensive income consists of net income and changes in the unrealized losses on available-for-sale securities and the effective portion of a cash flow hedge as discussed in Note 3. The components of comprehensive income are as follows:

 

		Quarter Ended June 30,								Six Months Ended June 30,
		2011				2010				2011				2010
Net income		$	52,272			$	48,207			$	63,394			$	53,682
Changes in unrealized losses on derivative instrument, net of income tax expense of $45, $29, $89 and $40, respectively			73				47				144				68
Changes in unrealized losses on available-for-sale securities, net of income tax benefit (expense) of $3, $10, $(1) and $5, respectively			(4	)			(14	)			3				(4	)
Comprehensive income			52,341				48,240				63,541				53,746
Less: comprehensive income attributable to noncontrolling interest			16,249				13,162				19,871				14,804
Comprehensive income attributable to Watsco, Inc.		$	36,092			$	35,078			$	43,670			$	38,942

 

6.	ACQUISITIONS

On April 29, 2011, we completed the formation of a second joint venture with Carrier Corporation (“Carrier”) to distribute Carrier, Bryant and Payne branded residential, light-commercial and applied-commercial HVAC products and related parts and supplies in the northeast United States. Carrier contributed 28 of its company-operated northeastern locations to the newly formed joint venture, Carrier Enterprise Northeast, LLC (“Carrier Enterprise Northeast”), and we contributed 14 of our northeast locations. We purchased a 60% controlling interest in the joint venture for a fair value of $49,229. Total consideration paid by us for our 60% controlling interest in Carrier Enterprise Northeast was composed of cash consideration of $35,700 and our contribution of 14 northeastern locations valued at $14,769. The final purchase price is subject to net working capital adjustments of approximately $1,240 pursuant to the Purchase and Contribution Agreement, dated March 18, 2011, and is included in accounts receivable in the condensed consolidated balance sheet.

Based on our preliminary valuation, the purchase price is anticipated to result in the recognition of $32,957 in goodwill and intangibles. The fair value of the identified intangible assets was $20,600 and consisted of $13,400 in trade names and distribution rights and $7,200 in customer relationships to be amortized over a 12 year period. The tax basis of the acquired goodwill recognized will be deductible for income tax purposes over 15 years.

The preliminary purchase price allocation is based upon a purchase price of $49,229, which represents the fair value of our 60% controlling interest in Carrier Enterprise Northeast. The table below presents the allocation of the total consideration to tangible and intangible assets acquired, liabilities assumed and the noncontrolling interest from the acquisition of our 60% controlling interest in Carrier Enterprise Northeast based on the respective fair values as of April 29, 2011:

 

Cash		$	5
Accounts receivable			24,300
Inventories			39,003
Other current assets			773
Property and equipment			4,402
Goodwill			12,357
Intangibles			20,600
Other assets			202
Accounts payable			(17,474	)
Accrued expenses			(5,420	)
Noncontrolling interest			(29,519	)
Total preliminary purchase price		$	49,229

 

10 of 22

---

Table of Contents

The fair value of the noncontrolling interest was determined by applying a pro-rata value of the total invested capital adjusted for a discount for lack of control that market participants would consider when estimating the fair value of the noncontrolling interest. As a result of our contribution of 14 locations to the joint venture, $7,708 representing 40% of the carrying value of the contributed locations was attributed to the noncontrolling interest and $7,061, representing 40% of the difference between the fair value and carrying value of the contributed locations, was recognized as an increase to paid-in capital.

The unaudited pro forma financial information combining our results of operations with the operations of Carrier Enterprise Northeast as if the joint venture had been consummated on January 1, 2010 is as follows:

 

		Quarters Ended June 30,								Six Months Ended June 30,
		2011				2010				2011				2010
Revenues		$	898,593			$	925,708			$	1,470,275			$	1,469,566
Net income			52,436				51,135				62,848				55,790
Less: net income attributable to noncontrolling interest			16,423				15,016				19,909				16,368
Net income attributable to Watsco, Inc.		$	36,013			$	36,119			$	42,939			$	39,422
Diluted earnings per share for Common and Class B common stock		$	1.09			$	1.11			$	1.31			$	1.21

This unaudited pro forma financial information is presented for informational purposes only. The unaudited pro forma financial information from the beginning of the periods presented until the acquisition date includes adjustments to record income taxes related to our portion of Carrier Enterprise Northeast’s income and amortization related to identified intangible assets with finite lives. The unaudited pro forma financial information does not include adjustments to remove certain corporate expenses of Carrier Enterprise Northeast, which may not be incurred in future periods, adjustments for depreciation or synergies (primarily related to improved gross profit and lower general and administrative expenses) that may be realized subsequent to the acquisition date. The unaudited pro forma financial information may not necessarily reflect our future results of operations or what the results of operations would have been had we acquired our 60% controlling interest in and operated Carrier Enterprise Northeast as of the beginning of the periods presented.

In April 2010, one of our wholly-owned subsidiaries acquired certain assets and assumed certain liabilities of a wholesale distributor of air conditioning and heating products operating from two locations in Tennessee for cash consideration of $2,406.

The results of operations of these acquired locations have been included in the condensed consolidated unaudited financial statements from the date of acquisition. The pro forma effect of the acquisitions was not deemed significant to the condensed consolidated unaudited financial statements.

 

7.	SHAREHOLDERS’ EQUITY

Common Stock Dividends

Cash dividends of $0.57 per share, $0.52 per share, $1.09 per share and $1.00 per share of Common and Class B common stock were paid during the quarters and six months ended June 30, 2011 and 2010, respectively. In July 2011, the Board of Directors declared a regular quarterly cash dividend of $0.57 per share of Common and Class B common stock that was paid on July 29, 2011 to shareholders of record as of July 15, 2011.

Non-Vested (Restricted) Stock

During the quarter ended June 30, 2011, we granted 22,750 shares of non-vested (restricted) stock. No shares of non-vested (restricted) stock were granted during the quarter ended June 30, 2010. During the six months ended June 30, 2011 and 2010, we granted 414,602 and 132,500 shares of non-vested (restricted) stock, respectively. For the quarters ended June 30, 2011 and 2010, 2,527 shares of Common stock with an aggregate fair market value of $180 and 258 shares of Common stock with an aggregate fair market value of $16, respectively, were delivered as payment in lieu of cash to satisfy tax withholding obligations in connection with the vesting of non-vested (restricted) stock. For the six months ended June 30, 2011 and 2010, 2,527 shares of Common stock with an aggregate fair market value of $180 and 5,111 shares of Common stock with an

 

11 of 22

---

Table of Contents

aggregate fair market value of $293, respectively, were delivered as payment in lieu of cash to satisfy tax withholding obligations in connection with the vesting of non-vested (restricted) stock. These shares were retired upon delivery.

Stock Options

During the quarters ended June 30, 2011 and 2010, 6,500 and 13,000, respectively, of stock options were exercised for Common stock. During the six months ended June 30, 2011 and 2010, 72,300 and 174,850, respectively, of stock options were exercised for Common and Class B common stock. Cash received from Common stock issued as a result of stock options exercised during the quarters and six months ended June 30, 2011 and 2010, was $228, $366, $2,635 and $2,808, respectively. During the six months ended June 30, 2010, 48,938 shares of Class B common stock with an aggregate fair market value of $2,814 were delivered as payment in lieu of cash for stock option exercises and related tax withholdings. These shares were retired upon delivery.

Employee Stock Purchase Plan

During the quarters ended June 30, 2011 and 2010, 3,395 and 3,864, shares of Common stock were issued under our employee stock purchase plan, respectively, for which we received net proceeds of $232 and $215, respectively. During the six months ended June 30, 2011 and 2010, 7,392 and 8,118 shares of Common stock were issued under our employee stock purchase plan, respectively, for which we received net proceeds of $473 and $416, respectively.

401(k) Plans

During the six months ended June 30, 2011 and 2010, 27,240 and 9,975 shares of Common stock were issued to our profit sharing retirement plans, respectively, representing the discretionary matching contribution of $1,718 and $489, respectively.

Noncontrolling Interest

We have a 60% controlling interest in both Carrier Enterprise, LLC (“Carrier Enterprise”) and Carrier Enterprise Northeast, and Carrier has a 40% noncontrolling interest. The following table reconciles shareholders’ equity attributable to the noncontrolling interest:

 

Noncontrolling interest at December 31, 2010		$	164,435
Return of capital contribution to noncontrolling interest			(32,000	)
Distributions to noncontrolling interest			(6,159	)
Net income attributable to noncontrolling interest			19,871
Share of carrying value of our locations contributed to Carrier Enterprise Northeast			7,708
Fair value of noncontrolling interest in Carrier Enterprise Northeast			29,519
Noncontrolling interest at June 30, 2011		$	183,374

 

8.	COMMITMENTS AND CONTINGENCIES

Litigation, Claims and Assessments

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

Self-Insurance

Self-insurance reserves are maintained relative to company-wide casualty insurance and health benefit programs. The level of exposure from catastrophic events is limited by the purchase of stop-loss and aggregate liability reinsurance coverage. When estimating the self-insurance liabilities and related reserves, management considers a number of factors, which include historical claims experience, demographic factors, severity factors and valuations provided by independent third-party actuaries. Management reviews its

 

12 of 22

---

Table of Contents

assumptions with its independent third-party actuaries to evaluate whether the self-insurance reserves are adequate. If actual claims or adverse development of loss reserves occur and exceed these estimates, additional reserves may be required. The estimation process contains uncertainty since management must use judgment to estimate the ultimate cost that will be incurred to settle reported claims and unreported claims for incidents incurred but not reported as of the balance sheet date. Reserves in the amounts of $6,212 and $7,295 at June 30, 2011 and December 31, 2010, respectively, were established related to such insurance programs and are included in accrued expenses and other current liabilities in our condensed consolidated balance sheets.

 

9.	RELATED PARTY TRANSACTIONS

Purchases from Carrier and its affiliates comprised 48%, 54%, 45% and 54% of all purchases made during the quarters and six months ended June 30, 2011 and 2010, respectively. At June 30, 2011 and December 31, 2010, approximately $191,000 and $93,000, respectively, was payable to Carrier and its affiliates, net of receivables. Carrier Enterprise and Carrier Enterprise Northeast also sell HVAC products to Carrier and its affiliates. Revenues in our condensed consolidated unaudited statements of income for the quarters and six months ended June 30, 2011 and 2010 include $7,693, $14,649, $11,797 and $18,048, respectively, of sales to Carrier and its affiliates. We believe these transactions are conducted at arm’s-length in the ordinary course of business.

Carrier Enterprise Northeast has entered into Transactional Services Agreements (“TSAs”) with Carrier, pursuant to which Carrier will perform certain business processes on its behalf, including processes involving the use of certain information technologies. The services provided pursuant to the TSAs generally terminate on December 31, 2011 but may be extended as agreed upon by the parties. The fees related to the TSAs were $148 for both the quarter and six months ended June 30, 2011, and are included in selling, general and administrative expenses in our condensed consolidated unaudited statements of income.

The services provided by Carrier pursuant to TSAs with Carrier Enterprise terminated on various dates throughout 2010. The fees related to these TSAs were $888 and $2,227 for the quarter and six months ended June 30, 2010, respectively, and are included in selling, general and administrative expenses in our condensed consolidated unaudited statements of income.

 

10.	SUBSEQUENT EVENTS

Effective July 1, 2011, Carrier Enterprise’s standard payment terms with Carrier for inventory purchases changed. As a result of this change, on July 26, 2011 we amended Carrier Enterprise’s revolving credit agreement to provide borrowings of up to $125,000. All other terms and conditions of the credit facility remain the same.

On July 29, 2011, we acquired a 60% controlling interest in Carrier’s HVAC/R distribution operations in Mexico for cash consideration of $9,000. Carrier’s company-operated Mexico distribution network had revenues of approximately $75,000 in 2010 and operates from six locations with 90 employees servicing its customer base. Products sold include Carrier’s complete product line of HVAC equipment and commercial refrigeration products and supplies servicing both the residential and applied commercial markets.

 

13 of 22

---

Table of Contents

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

Safe Harbor Statement

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

Actual results could differ materially from these forward-looking statements as a result of several factors, including:

 

•

general economic conditions;

 

•

competitive factors within the HVAC/R industry;

 

•

effects of supplier concentration;

 

•

fluctuations in certain commodity costs;

 

•

consumer spending;

 

•

consumer debt levels;

 

•

new housing starts and completions;

 

•

capital spending in the commercial construction market;

 

•

access to liquidity needed for operations;

 

•

seasonal nature of product sales;

 

•

weather conditions;

 

•

insurance coverage risks;

 

•

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

 

•

prevailing interest rates; and

 

•

the continued viability of our business strategy.

In light of these uncertainties, there can be no assurance that the forward-looking information contained herein will be realized or, even if substantially realized, that the information will have the expected consequences to or effects on our business or operations. For additional information identifying some other important factors which may affect our operations and could cause actual results to vary materially from those anticipated in the forward-looking statements, see our Commission filings, including but not limited to, the discussion included in the Risk Factors section of our 2010 Annual Report on Form 10-K under the headings “Business Risk Factors” and “General Risk Factors.” Forward-looking statements speak only as of the date the statement was made. We assume no obligation to update forward-looking information or the discussion of such risks and uncertainties to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information.

The following information should be read in conjunction with the condensed consolidated unaudited financial statements and notes thereto included under Item 1 of this Quarterly Report on Form 10-Q. In addition, reference should be made to our audited consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2010 Annual Report on Form 10-K.

Company Overview

Watsco, Inc. and its subsidiaries (collectively, “Watsco,” or “we”, “us” or “our”) was incorporated in 1956 and is the largest distributor of air conditioning, heating and refrigeration equipment and related parts and supplies (“HVAC/R”) in the HVAC/R distribution industry. On April 29, 2011, we completed the formation of a second joint venture with Carrier Corporation (“Carrier”) to distribute Carrier, Bryant and Payne branded residential, light-commercial and applied-commercial HVAC products and related parts and supplies in the northeast United States. Carrier contributed 28 of its northeastern locations to the newly-formed joint venture, Carrier Enterprise Northeast, LLC (“Carrier Enterprise Northeast”), and we contributed 14 of our northeast locations as partial consideration for our 60% controlling interest in the joint venture. At June 30, 2011, we operated from 526 locations in 37 states and Puerto Rico with additional market coverage on an export basis to parts of Latin America and the Caribbean.

 

14 of 22

---

Table of Contents

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

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

Critical Accounting Policies

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

Our critical accounting policies are included in our 2010 Annual Report on Form 10-K as filed on March 1, 2011. We believe that there have been no significant changes during the quarter and six months ended June 30, 2011 to the critical accounting policies disclosed in our 2010 Annual Report on Form 10-K.

Recent Accounting Pronouncements

Refer to Note 1 to the condensed consolidated unaudited financial statements for a discussion of recent accounting pronouncements.

Results of Operations

The following table summarizes information derived from the condensed consolidated unaudited statements of income expressed as a percentage of revenues for the quarters and six months ended June 30, 2011 and 2010:

 

		Quarter Ended June 30,								Six Months Ended June 30,
		2011				2010				2011				2010
Revenues			100.0	%			100.0	%			100.0	%			100.0	%
Cost of sales			75.9				76.7				75.4				76.5
Gross profit			24.1				23.3				24.6				23.5
Selling, general and administrative expenses			15.6				15.1				18.1				17.7
Operating income			8.5				8.2				6.5				5.8
Interest expense, net			0.1				0.1				0.1				0.1
Income before income taxes			8.4				8.1				6.4				5.7
Income taxes			2.5				2.5				1.9				1.8
Net income			5.9				5.6				4.5				3.9
Less: net income attributable to noncontrolling interest			1.8				1.5				1.4				1.1
Net income attributable to Watsco, Inc.			4.1	%			4.1	%			3.1	%			2.8	%

 

15 of 22

---

Table of Contents

The following narratives include the results of operations for businesses acquired during 2011 and 2010. The results of operations for these acquisitions have been included in our condensed consolidated unaudited statements of income beginning on their respective dates of acquisition. The pro forma effect of these acquisitions was not deemed significant on either an individual or an aggregate basis in the related acquisition year.

In the following narratives, computations and disclosure information referring to “same-store basis” exclude the effects of locations acquired or locations opened or closed during the immediately preceding 12 months unless they are within close geographical proximity to existing locations. At June 30, 2011 and 2010, 47 and 121 locations, respectively, were excluded from “same-store basis” information. The table below summarizes the changes in our locations for the 12 months ended June 30, 2011:

 

		Number of Locations
June 30, 2010			505
Opened			4
Closed			(4	)
December 31, 2010			505
Acquired			28
Opened			2
Closed			(9	)
June 30, 2011			526

Second Quarter 2011 Compared to Second Quarter 2010

Revenues

Revenues for the quarter ended June 30, 2011 increased $18.7 million, or 2%, compared to the same period in 2010, including $44.9 million attributable to the new Carrier Enterprise Northeast locations and $1.1 million from other locations acquired and opened during the immediately preceding 12 months, offset by $9.5 million from closed locations. On a same-store basis, revenues decreased $17.8 million, or 2%, as compared to the same period in 2010. Revenues reflect a 5% decrease in sales of HVAC equipment, a 1% decrease in sales of other HVAC products and an 8% increase in sales of refrigeration products. Sales of HVAC equipment were impacted by lower demand in the replacement market and a shift in sales mix toward non-equipment products.

Gross Profit

Gross profit for the quarter ended June 30, 2011 increased $12.1 million, or 6%, compared to the same period in 2010, primarily as a result of increased revenues. Gross profit margin for the quarter ended June 30, 2011 improved 80 basis-points to 24.1% versus 23.3% for the same period in 2010. On a same-store basis gross profit margin improved 90 basis-points to 24.1% versus 23.2% for the same period in 2010, primarily due to increased selling prices and a shift in sales mix toward non-equipment products, which generate a higher gross profit margin versus HVAC equipment.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the quarter ended June 30, 2011 increased $7.5 million, or 6%, compared to the same period in 2010. Selling, general and administrative expenses as a percent of revenues for the quarter ended June 30, 2011 increased to 15.6% from 15.1% for the same period in 2010. Selling, general and administrative expenses include $0.5 million of acquisition-related costs primarily associated with the acquisition and transition of Carrier Enterprise Northeast. Excluding acquisition-related costs, same-store selling, general, and administrative expenses were flat compared to the same period in 2010.

Interest Expense, Net

Net interest expense for the quarter ended June 30, 2011 increased $0.1 million, or 12%, compared to the same period in 2010, primarily due to an 11% increase in average outstanding borrowings and a higher effective interest rate.

 

16 of 22

---

Table of Contents

Income Taxes

Income taxes of $22.3 million consist of the income taxes attributable to Watsco’s wholly-owned operations and 60% of income taxes attributable to Carrier Enterprise, LLC (“Carrier Enterprise”) and Carrier Enterprise Northeast, which are taxed as partnerships for income tax purposes. The effective income tax rate attributable to Watsco, Inc. was 38.0% for the quarters ended June 30, 2011 and 2010.

Net Income Attributable to Watsco, Inc.

Net income attributable to Watsco for the quarter ended June 30, 2011 increased $1.0 million, or 3%, compared to the same period in 2010. The increase was primarily driven by higher revenues and expanded profit margins partially offset by higher levels of selling, general and administrative expense as a percent of revenues as discussed above.

Six Months Ended June 30, 2011 Compared to Six Months Ended June 30, 2010

Revenues

Revenues for the six months ended June 30, 2011 increased $43.3 million, or 3%, compared to the same period in 2010, including $44.9 million attributable to the new Carrier Enterprise Northeast locations and $4.6 million from other locations acquired and opened during the immediately preceding 12 months, offset by $13.3 million from closed locations. On a same-store basis, revenues increased $7.1 million, or 1%, as compared to the same period in 2010. Revenues reflect a 2% decrease in sales of HVAC equipment, a 1% increase in sales of other HVAC products and a 13% increase in sales of refrigeration products. Sales of HVAC equipment were impacted by lower demand in the replacement market and a shift in sales mix toward non-equipment products.

Gross Profit

Gross profit for the six months ended June 30, 2011 increased $24.5 million, or 8%, compared to the same period in 2010, primarily as a result of increased revenues. Gross profit margin for the six months ended June 30, 2011 improved 110 basis-points to 24.6% versus 23.5% for the same period in 2010. The improvement in gross profit margin was primarily due to increased selling prices, a shift in sales mix toward non-equipment products, which generate a higher gross profit margin versus HVAC equipment, and improved discounts and rebates from vendors, reflecting increased purchasing activity during the six months ended June 30, 2011.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the six months ended June 30, 2011 increased $12.0 million, or 5%, compared to the same period in 2010. Selling, general and administrative expenses as a percent of revenues for the six months ended June 30, 2011 increased to 18.1% from 17.7% for the same period in 2010. Selling, general and administrative expenses include $0.8 million of acquisition-related costs primarily associated with the acquisition and transition of Carrier Enterprise Northeast. On a same-store basis, selling, general, and administrative expenses increased 2%.

Interest Expense, Net

Net interest expense for the six months ended June 30, 2011 increased 2% compared to the same period in 2010 primarily due to a higher effective interest rate.

Income Taxes

Income taxes of $27.0 million consist of the income taxes attributable to Watsco’s wholly-owned operations and 60% of income taxes attributable to Carrier Enterprise and Carrier Enterprise Northeast, which are taxed as partnerships for income tax purposes. The effective income tax rate attributable to Watsco, Inc. was 38.0% for the six months ended June 30, 2011 and 2010.

Net Income Attributable to Watsco, Inc.

Net income attributable to Watsco for the six months ended June 30, 2011 increased $4.6 million, or 12%, compared to the same period in 2010. The increase was primarily driven by higher revenues and expanded profit margins partially offset by higher levels of selling, general and administrative expenses as a percent of revenues as discussed above.

 

17 of 22

---

Table of Contents

Liquidity and Capital Resources

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

 

•

cash flows generated from operating activities;

 

•

the adequacy of available bank lines of credit;

 

•

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

 

•

acquisitions;

 

•

dividend payments;

 

•

capital expenditures; and

 

•

the timing and extent of common stock repurchases.

We rely on cash flows from operations and our lines of credit to fund seasonal working capital needs, financial commitments and short-term liquidity needs, including funds necessary for business acquisitions. We believe that, at present, cash flows from operations combined with those available under our lines of credit are sufficient to satisfy our current liquidity needs, including our anticipated dividend payments and capital expenditures. Any future disruption in the capital and credit markets, such as those experienced in 2008, could adversely affect our ability to draw on our lines of credit. Our access to funds under the lines of credit is dependent on the ability of the banks to meet their funding commitments. Disruptions in capital and credit markets also may affect the determination of interest rates for borrowers, particularly rates based on LIBOR, as are our lines of credit. Any future disruptions in these markets and their effect on interest rates could result in increased borrowing costs under our lines of credit.

Cash Flows

The following table summarizes our cash flow activity for the six months ended June 30, 2011 and 2010:

 

		2011				2010				Change
Cash flows (used in) provided by operating activities		$	(42.2	)		$	56.8			$	(99.0	)
Cash flows used in investing activities		$	(41.1	)		$	(4.2	)		$	(36.9	)
Cash flows used in financing activities		$	(24.6	)		$	(23.0	)		$	(1.6	)

Operating Activities

The increase in net cash used in operating activities is primarily attributable to changes in operating assets and liabilities, which were primarily composed of higher levels of inventory due to our seasonal buildup, including the buy-out of previously consigned inventory from one of our key suppliers in 2011 for approximately $15.0 million, and lower levels of accounts payable and other liabilities, partially offset by higher accounts receivable driven by increased sales volume and higher net income in 2011.

Investing Activities

The increase in net cash used in investing activities is due to the purchase of our 60% controlling interest in Carrier Enterprise Northeast for cash consideration of $35.7 million and an increase in capital expenditures partially offset by lower proceeds from the sale of property and equipment in 2011.

Financing Activities

The increase in net cash used in financing activities is primarily attributable to a $32.0 million return of capital to the noncontrolling interest in Carrier Enterprise, an increase in distributions to the noncontrolling interest and an increase in dividends paid partially offset by higher net borrowings under our revolving credit agreements in 2011.

In March 2011, Carrier Enterprise returned an $80.0 million capital contribution made in 2009 to Watsco and Carrier using cash on hand. Our share of the return of capital totaled $48.0 million and Carrier’s share totaled $32.0 million. Cash distributions attributable to the noncontrolling interest in Carrier Enterprise included $9.7 million that was payable at December 31, 2010. This payment was made in January 2011.

 

18 of 22

---

Table of Contents

Working capital increased to $637.3 million at June 30, 2011 from $572.0 million at December 31, 2010, reflecting the 28 new locations added by Carrier Enterprise Northeast in April 2011, which added $43.5 million of working capital. Excluding these new locations, working capital was $593.8 million.

Revolving Credit Agreements

We maintain a bank-syndicated, unsecured revolving credit agreement that provides for borrowings of up to $300.0 million. Borrowings are used to fund seasonal working capital needs and for other general corporate purposes, including acquisitions, dividends, stock repurchases and issuances of letters of credit. The credit facility matures in August 2012. At June 30, 2011 and December 31, 2010, $65.0 million and $10.0 million were outstanding under this revolving credit agreement, respectively.

The revolving credit agreement contains customary affirmative and negative covenants including financial covenants with respect to consolidated leverage and interest coverage ratios and limits capital expenditures, dividends and share repurchases in addition to other restrictions. We believe we were in compliance with all covenants and financial ratios at June 30, 2011.

Carrier Enterprise maintains a separate secured revolving credit agreement that provides for borrowings of up to $75.0 million. Borrowings under the credit facility are used by Carrier Enterprise for general corporate purposes, including working capital and permitted acquisitions. The credit facility is secured by substantially all tangible and intangible assets of Carrier Enterprise. Effective July 1, 2011, Carrier Enterprise’s standard payment terms with Carrier for inventory purchases changed. As a result of this change, on July 26, 2011 we amended the revolving credit agreement to provide borrowings of up to $125.0 million. All other terms and conditions of the credit facility remain the same. The credit facility matures in July 2012. No borrowings were outstanding under this credit facility at either June 30, 2011 or December 31, 2010.

The revolving credit agreement contains customary affirmative and negative covenants and representations and warranties, including compliance with a monthly borrowing base certificate with advance rates on accounts receivable and inventory, two financial covenants with respect to Carrier Enterprise’s leverage and interest coverage ratios and limits the level of capital expenditures and cash distributions in addition to other restrictions. We believe Carrier Enterprise was in compliance with all covenants and financial ratios at June 30, 2011.

Company Share Repurchase Program

In September 1999, our Board of Directors authorized the repurchase, at management’s discretion, of up to 7.5 million shares of common stock in the open market or via private transactions. Shares repurchased under the program are accounted for using the cost method and result in a reduction of shareholders’ equity. In aggregate, 6.4 million shares of Common and Class B common stock have been repurchased at a cost of $114.4 million since the inception of the program. The repurchase of up to the remaining 1.1 million shares authorized for repurchase is subject to certain restrictions included in our revolving credit agreements.

Common Stock Dividends

Cash dividends of $1.09 per share and $1.00 per share of Common and Class B common stock were paid during the six months ended June 30, 2011 and 2010, respectively. In July 2011, the Board of Directors declared a regular quarterly cash dividend of $0.57 per share of Common and Class B common stock that was paid on July 29, 2011 to shareholders of record as of July 15, 2011. Future dividends and/or dividend rate increases will be at the sole discretion of the Board of Directors and will depend upon such factors as profitability, financial condition, cash requirements, restrictions under our revolving credit agreements, future prospects and other factors deemed relevant by our Board of Directors.

Capital Resources

We believe we have adequate availability of capital from operations and our current credit facilities to fund working capital requirements and support the development of our short-term and long-term operating strategies. As of June 30, 2011, we had $18.6 million of cash and cash equivalents available on hand and additional borrowing capacity (subject to certain restrictions) under our revolving credit agreements to fund present operations and anticipated growth, including expansion in our current and targeted market areas. Potential acquisitions and/or joint ventures are continually evaluated and discussions are conducted with a number of acquisition candidates. Should suitable acquisition opportunities or working capital needs arise that would require additional financing, we believe our financial position and earnings history provide a sufficient base for obtaining additional financing resources at competitive rates and terms or gives us the ability to raise funds through the issuance of equity securities.

 

19 of 22

---

Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in market risk from the information provided in Item 7A, Quantitative and Qualitative Disclosures about Market Risk, of the 2010 Annual Report on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Control over Financial Reporting

We are continuously seeking to improve the efficiency and effectiveness of our operations and of our internal controls. This results in refinements to processes throughout the Company. However, there have been no changes in internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In accordance with the rules and regulations of the Securities and Exchange Commission, we have not yet assessed the internal control over financial reporting of the 28 locations added by Carrier Enterprise Northeast on April 29, 2011, which represents approximately 8% of our total consolidated assets at June 30, 2011 and approximately 3% of revenues for the six months ended June 30, 2011. From the acquisition date to June 30, 2011, the processes and systems of Carrier Enterprise Northeast did not impact the internal controls over financial reporting for our other consolidated subsidiaries.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

Information about risk factors for the quarter ended June 30, 2011 does not differ materially from that set forth in Part I, Item 1A, of our 2010 Annual Report on Form 10-K.

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

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

 

20 of 22

---

Table of Contents

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

 

10.1		Fourth Amended and Restated 1996 Qualified Employee Stock Purchase Plan, filed as Appendix A to our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 29, 2011 in respect of our 2011 Annual Meeting of Shareholders and incorporated by reference herein.
31.1 #		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a- 15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 #		Certification of Senior Vice President pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3 #		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a- 15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 +		Certification of Chief Executive Officer, Senior Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS *		XBRL Instance Document.
101.SCH *		XBRL Taxonomy Extension Schema Document.
101.CAL *		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF *		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB *		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE *		XBRL Taxonomy Extension Presentation Linkbase Document.

 

#	filed herewith.

+	furnished herewith.

*

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

21 of 22

---

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

				WATSCO, INC.
				(Registrant)
August 9, 2011		By:		/s/ Ana M. Menendez
				Ana M. Menendez
				Chief Financial Officer
				(on behalf of the Registrant and as Principal Financial Officer)

 

 

22 of 22

---

Table of Contents

INDEX TO EXHIBITS

 

Exhibit No.		Exhibit Description
10.1		Fourth Amended and Restated 1996 Qualified Employee Stock Purchase Plan, filed as Appendix A to our Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 29, 2011 in respect of our 2011 Annual Meeting of Shareholders and incorporated by reference herein.
31.1 #		Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a- 15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 #		Certification of Senior Vice President pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3 #		Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a- 15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 +		Certification of Chief Executive Officer, Senior Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS *		XBRL Instance Document.
101.SCH *		XBRL Taxonomy Extension Schema Document.
101.CAL *		XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF *		XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB *		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE *		XBRL Taxonomy Extension Presentation Linkbase Document.

 

#	filed herewith.

+	furnished herewith.

*

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.