UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM10-Q

 

 

 

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

For the Quarterly Period Ended September 30, 2018March 31, 2019

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 number1-5581

I.R.S. Employer Identification Number59-0778222

 

 

 

LOGOLOGO

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  ☒    NO  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    YES  ☒    NO  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

 

Large accelerated filer   Accelerated filer 
Non-accelerated filer   Smaller reporting company 
   Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).    YES  ☐    NO  ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common stock, $0.50 par valueWSONew York Stock Exchange
Class B common stock, $0.50 par valueWSOBNew York Stock Exchange

The number of shares of each class of ourregistrant’s common stock outstanding as of November 5, 2018 wasMay 6, 2019 comprised (i) 32,118,30232,228,694 shares of Common stock, $0.50 par value per share, excluding 4,823,988 treasury shares, and (ii) 5,309,0885,420,019 shares of Class B common stock, $0.50 par value per share, excluding 48,263 treasury shares.

 

 

 


WATSCO, INC. AND SUBSIDIARIES

 

 

QUARTERLY REPORT ON FORM10-Q

TABLE OF CONTENTS

 

   Page No. 

PART I. FINANCIAL INFORMATION

  

Item 1.

 

Condensed Consolidated Unaudited Financial Statements

  
 

Condensed Consolidated Unaudited Statements of Income – QuarterQuarters Ended March 31, 2019 and Nine Months Ended September 30, 2018 and 2017

   3 
 

Condensed Consolidated Unaudited Statements of Comprehensive Income – QuarterQuarters Ended March 31, 2019 and Nine Months Ended September 30, 2018 and 2017

   4 
 

Condensed Consolidated Balance Sheets – September  30, 2018March  31, 2019 (Unaudited) and December 31, 20172018

   5 
 

Condensed Consolidated Unaudited Statements of Cash Flows – Nine MonthsShareholders’ Equity –- Quarters Ended September 30,March 31, 2019 and 2018 and 2017

   6

Condensed Consolidated Unaudited Statements of Cash Flows – Quarters Ended March 31, 2019 and 2018

8 
 

Notes to Condensed Consolidated Unaudited Financial Statements

   79 

Item 2.

 

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

   16 

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

   2322 

Item 4.

 

Controls and Procedures

   2322 

PART II. OTHER INFORMATION

  

Item 1.

 

Legal Proceedings

   2322 

Item 1A.

 

Risk Factors

   23 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

23

Item 6.

 

Exhibits

   2423 

SIGNATURE

   2524 

EXHIBITS

  

 

2 of 2524


PARTI. FINANCIAL INFORMATION

ITEM 1.

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
September 30,
   Nine Months Ended
September 30,
   Quarters Ended March 31, 
  2018   2017   2018   2017   2019   2018 

Revenues

  $1,296,007   $1,229,591   $3,555,327   $3,377,610   $ 931,278   $ 926,577 

Cost of sales

   976,998    933,696    2,684,719    2,552,881    697,518    695,744 
  

 

   

 

   

 

   

 

   

 

   

 

 

Gross profit

   319,009    295,895    870,608    824,729    233,760    230,833 

Selling, general and administrative expenses

   200,408    183,728    565,519    534,515    180,072    178,534 

Other income

   3,696    2,294    8,491    2,294    1,444    1,638 
  

 

   

 

   

 

   

 

   

 

   

 

 

Operating income

   122,297    114,461    313,580    292,508    55,132    53,937 

Interest expense, net

   1,047    2,117    2,375    5,019    776    565 
  

 

   

 

   

 

   

 

   

 

   

 

 

Income before income taxes

   121,250    112,344    311,205    287,489    54,356    53,372 

Income taxes

   24,364    32,325    63,678    82,855    10,552    10,995 
  

 

   

 

   

 

   

 

   

 

   

 

 

Net income

   96,886    80,019    247,527    204,634    43,804    42,377 

Less: net income attributable tonon-controlling interest

   17,723    14,990    44,188    39,668    8,767    8,158 
  

 

   

 

   

 

   

 

   

 

   

 

 

Net income attributable to Watsco, Inc.

  $79,163   $65,029   $203,339   $164,966   $35,037   $34,219 
  

 

   

 

   

 

   

 

   

 

   

 

 

Earnings per share for Common and Class B common stock:

            

Basic

  $2.12   $1.82   $5.44   $4.62   $0.88   $0.89 
  

 

   

 

   

 

   

 

   

 

   

 

 

Diluted

  $2.11   $1.82   $5.43   $4.62   $0.88   $0.89 
  

 

   

 

   

 

   

 

   

 

   

 

 

See accompanying notes to condensed consolidated unaudited financial statements.

 

3 of 2524


WATSCO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

 

  Quarter Ended
September 30,
 Nine Months Ended
September 30,
   Quarters Ended March 31, 
  2018 2017 2018 2017   2019 2018 

Net income

  $96,886  $80,019  $247,527  $204,634   $ 43,804  $ 42,377 

Other comprehensive income (loss), net of tax

        

Foreign currency translation adjustment

   4,269  9,385   (7,422 17,310    5,005  (6,645

Unrealized gain (loss) on cash flow hedging instruments

   231  (934  762  (1,021

Unrealized (loss) gain on cash flow hedging instruments arising during the period

   (536 151 

Reclassification of (gain) loss on cash flow hedging instruments into earnings

   (915 64   (57 (797   (274 753 

Unrealized gain on equity securities

   —    13   —    16 
  

 

  

 

  

 

  

 

   

 

  

 

 

Other comprehensive income (loss)

   3,585  8,528   (6,717 15,508    4,195 (5,741
  

 

  

 

  

 

  

 

 

Comprehensive income

   100,471  88,547   240,810  220,142    47,999  36,636 

Less: comprehensive income attributable tonon-controlling interest

   19,006  18,201   41,708  45,518    10,179  6,066 
  

 

  

 

  

 

  

 

   

 

  

 

 

Comprehensive income attributable to Watsco, Inc.

  $81,465  $70,346  $199,102  $174,624   $37,820  $30,570 
  

 

  

 

  

 

  

 

   

 

  

 

 

See accompanying notes to condensed consolidated unaudited financial statements.

 

4 of 2524


WATSCO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

 

  September 30,
2018
 December 31,
2017
   March 31,
2019
 December 31,
2018
 
  (Unaudited)     (Unaudited)   

ASSETS

      

Current assets:

      

Cash and cash equivalents

  $67,612  $80,496   $77,273  $82,894 

Accounts receivable, net

   602,753  478,133    504,719  501,908 

Inventories

   810,869  761,314    893,640  837,129 

Other current assets

   20,611  17,454    14,752  19,875 
  

 

  

 

   

 

  

 

 

Total current assets

   1,501,845  1,337,397    1,490,384  1,441,806 

Property and equipment, net

   91,275  91,198    93,176  91,046 

Operating leaseright-of-use assets

   183,326   —   

Goodwill

   397,451  382,729    393,504  391,998 

Intangible assets, net

   153,446  161,065    148,797  147,851 

Other assets

   86,731  74,488    89,756  88,332 
  

 

  

 

   

 

  

 

 
  $2,230,748  $2,046,877   $ 2,398,943  $ 2,161,033 
  

 

  

 

   

 

  

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

      

Current liabilities:

      

Current portion of other long-term obligations

  $178  $244 

Borrowings under revolving credit agreement (Note 5)

   116,400   —   

Current portion of long-term obligations

  $58,506  $246 

Short-term borrowings

   2,340   —   

Accounts payable

   234,482  230,476    278,634  200,229 

Accrued expenses and other current liabilities

   157,761  185,757    130,293  157,091 
  

 

  

 

   

 

  

 

 

Total current liabilities

   508,821  416,477    469,773  357,566 
  

 

  

 

   

 

  

 

 

Long-term obligations:

      

Borrowings under revolving credit agreement (Note 5)

   —    21,800 

Borrowings under revolving credit agreement

   137,500  135,200 

Operating lease liabilities, net of current portion

   124,485   —   

Other long-term obligations, net of current portion

   169  285    1,749  552 
  

 

  

 

   

 

  

 

 

Total long-term obligations

   169  22,085    263,734  135,752 
  

 

  

 

   

 

  

 

 

Deferred income taxes and other liabilities

   61,208  57,338    66,181  66,002 
  

 

  

 

   

 

  

 

 

Commitments and contingencies

      

Watsco, Inc. shareholders’ equity:

      

Common stock, $0.50 par value

   18,464  18,412    18,498  18,476 

Class B common stock, $0.50 par value

   2,684  2,638    2,723  2,691 

Preferred stock, $0.50 par value

   —     —      —     —   

Paid-in capital

   829,050  804,008    841,575  832,121 

Accumulated other comprehensive loss, net of tax

   (38,157 (34,221   (43,185 (45,968

Retained earnings

   642,643  594,556    603,041  627,969 

Treasury stock, at cost

   (87,440 (87,440   (87,440 (87,440
  

 

  

 

   

 

  

 

 

Total Watsco, Inc. shareholders’ equity

   1,367,244  1,297,953    1,335,212  1,347,849 

Non-controlling interest

   293,306  253,024    264,043  253,864 
  

 

  

 

   

 

  

 

 

Total shareholders’ equity

   1,660,550  1,550,977    1,599,255  1,601,713 
  

 

  

 

   

 

  

 

 
  $2,230,748  $2,046,877   $2,398,943  $2,161,033 
  

 

  

 

   

 

  

 

 

See accompanying notes to condensed consolidated unaudited financial statements.

 

5 of 2524


WATSCO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In thousands, except share and per share data) Common Stock,
Class B
Common Stock
and Preferred
Stock Shares
  Common Stock,
Class B
Common Stock
and Preferred
Stock Amount
  Paid-In
Capital
  Accumulated
Other
Comprehensive
Loss
  Retained
Earnings
  Treasury
Stock
  Non-controlling
Interest
  Total 

Balance at December 31, 2018

  37,461,643  $21,167  $832,121  $(45,968 $627,969  $(87,440 $253,864  $1,601,713 

Net income

      35,037    8,767   43,804 

Other comprehensive income

     2,783     1,412   4,195 

Issuances ofnon-vested restricted shares of common stock

  77,049   39   (39      —   

Forfeitures ofnon-vested restricted shares of common stock

  (5,000  (3  3       —   

Common stock contribution to 401(k) plan

  30,715   15   4,259       4,274 

Stock issuances from exercise of stock options and employee stock purchase plan

  8,925   4   1,121       1,125 

Retirement of common stock

  (2,985  (1  (427      (428

Share-based compensation

    4,537       4,537 

Cash dividends declared and paid on Common and Class B common stock, $1.60 per share

      (59,965    (59,965
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at March 31, 2019

  37,570,347  $21,221  $841,575  $(43,185 $603,041  $(87,440 $264,043  $1,599,255 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Continued on next page.

6 of 24


(In thousands, except share and per share data) Common Stock,
Class B
Common Stock
and Preferred
Stock Shares
  Common Stock,
Class B
Common Stock
and Preferred
Stock Amount
  Paid-In
Capital
  Accumulated
Other
Comprehensive
Loss
  Retained
Earnings
  Treasury
Stock
  Non-controlling
Interest
  Total 

Balance at December 31, 2017

  37,228,715  $21,050  $804,008  $(34,221 $594,556  $(87,440 $253,024  $1,550,977 

Cumulative-effect adjustment

     301   (301    —   

Net income

      34,219    8,158   42,377 

Other comprehensive loss

     (3,649    (2,092  (5,741

Issuances ofnon-vested restricted shares of common stock

  91,609   46   (46      —   

Forfeitures ofnon-vested restricted shares of common stock

  (3,000  (2  2       —   

Common stock contribution to 401(k) plan

  17,318   9   2,936       2,945 

Stock issuances from exercise of stock options and employee stock purchase plan

  37,130   19   4,322       4,341 

Retirement of common stock

  (5,041  (3  (911      (914

Share-based compensation

    4,400       4,400 

Cash dividends declared and paid on Common and Class B common stock, $1.25 per share

      (46,581    (46,581

Distributions tonon-controlling interest

        (2,178  (2,178
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at March 31, 2018

  37,366,731  $21,119  $814,711  $(37,569 $581,893  $(87,440 $256,912  $1,549,626 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

See accompanying notes to consolidated financial statements.

7 of 24


WATSCO, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS

(In thousands)

 

  Nine Months Ended
September 30,
   Quarters Ended March 31, 
  2018 2017   2019 2018 

Cash flows from operating activities:

      

Net income

  $247,527  $204,634   $43,804  $42,377 

Adjustments to reconcile net income to net cash provided by operating activities:

   

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

   

Depreciation and amortization

   16,500  16,509    5,768  5,538 

Non-cash contribution to 401(k) plan

   4,274  2,945 

Share-based compensation

   11,769  9,599    3,849  3,590 

Deferred income tax provision

   3,925  4,101 

Non-cash contribution to 401(k) plan

   2,945  2,428 

Provision for doubtful accounts

   1,406  898 

Other income from investment in unconsolidated entity

   (8,491 (2,294   (1,444 (1,638

Other, net

   927  103    (221 431 

Changes in operating assets and liabilities, net of effects of acquisition:

   

Changes in operating assets and liabilities:

   

Accounts receivable

   (126,181 (89,394   (2,329 (10,059

Inventories

   (50,566 (97,685   (55,560 (49,937

Accounts payable and other liabilities

   (23,286 141,885    55,350  (36,649

Other, net

   (5,004 (507   (1,961 890 
  

 

  

 

   

 

  

 

 

Net cash provided by operating activities

   70,065  189,379 

Net cash provided by (used in) operating activities

   52,936  (41,614
  

 

  

 

   

 

  

 

 

Cash flows from investing activities:

      

Capital expenditures

   (12,897 (13,829   (4,132 (3,494

Business acquisition, net of cash acquired

   (5,828  —   

Investment in unconsolidated entity

   (3,760 (63,600

Proceeds from sale of property and equipment

   143  139    29  62 
  

 

  

 

   

 

  

 

 

Net cash used in investing activities

   (22,342 (77,290   (4,103 (3,432
  

 

  

 

   

 

  

 

 

Cash flows from financing activities:

      

Dividends on Common and Class B common stock

   (154,951 (119,468   (59,965 (46,581

Repurchases of common stock to satisfy employee withholding tax obligations

   (3,782 (4,674   (428  —   

Net repayments of long-term obligations

   (230 (60

Distributions tonon-controlling interest

   (2,178 (6,799     (2,178

Net (repayments) proceeds of other long-term obligations

   (182 41 

Purchase of additional ownership fromnon-controlling interest

   —    (42,688

Net proceeds from the sale of Common stock

   —    5,391 

Proceeds fromnon-controlling interest for investment in unconsolidated entity

   752  12,720 

Net proceeds from issuances of common stock

   5,979  3,115    1,127  2,958 

Net proceeds under revolving credit agreement

   94,600  49,406    2,300  69,200 

Proceeds from short-term borrowings

   2,340   —   
  

 

  

 

   

 

  

 

 

Net cash used in financing activities

   (59,762 (102,956

Net cash (used in) provided by financing activities

   (54,856 23,339 
  

 

  

 

   

 

  

 

 

Effect of foreign exchange rate changes on cash and cash equivalents

   (845 1,524    402  (716
  

 

  

 

   

 

  

 

 

Net (decrease) increase in cash and cash equivalents

   (12,884 10,657 

Net decrease in cash and cash equivalents

   (5,621 (22,423

Cash and cash equivalents at beginning of period

   80,496  56,010    82,894  80,496 
  

 

  

 

   

 

  

 

 

Cash and cash equivalents at end of period

  $67,612  $66,667   $77,273  $58,073 
  

 

  

 

   

 

  

 

 

Supplemental cash flow information:

   

Common stock issued for Alert Labs Inc.

  $8,180   —   

See accompanying notes to condensed consolidated unaudited financial statements.

 

68 of 2524


WATSCO, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

September 30, 2018March 31, 2019

(In thousands, except share and per share data)

 

1.

BASIS OF PRESENTATION

Basis of Consolidation

Watsco, Inc. (collectively with its subsidiaries, “Watsco,” “we,” “us” or “our”) was incorporated in Florida in 1956 and is the largest distributor of air conditioning, heating and refrigeration equipment and related parts and supplies (“HVAC/R”) in the HVAC/R distribution industry in North America. The accompanying September 30, 2018March 31, 2019 interim condensed consolidated unaudited financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, but we believe the disclosures made are adequate to make the information presented not misleading. In the opinion of management, all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation have been included in the condensed consolidated unaudited financial statements included herein. These statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 20172018 Annual Report on Form10-K.

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

The results of operations for the quarter and nine months ended September 30, 2018March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2018.2019. Sales of residential central air conditioners, heating equipment, and parts and supplies are seasonal. Furthermore, results of operations can be impacted favorably or unfavorably based on weather patterns, primarily during the Summer and Winter selling seasons. Demand related to the residential central air conditioning replacement market is typically highest in the second and third quarters, and demand for heating equipment is usually highest in the fourth quarter. Demand related to the new construction market is generallyfairly evenly distributed throughout the year subject toand depends largely on housing completions and related weather and economic conditions, including their effect on the number of housing completions.

Equity Method Investments

Investments in which we have the ability to exercise significant influence, but do not control, are accounted for under the equity method of accounting and are included in other assets in our consolidated balance sheets. Under this method of accounting, our proportionate share of the net income or loss of the investee is included in other income in our consolidated statements of income. The excess, if any, of the carrying amount of our investment over our ownership percentage in the underlying net assets of the investee is attributed to certain fair value adjustments with the remaining portion recognized as goodwill.

Reclassifications

Certain reclassifications of prior year amounts have been made to conform to the 2018 presentation. These reclassifications had no effect on net income or earnings per share as previously reported.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, inventories and income taxes, reserves related to self-insurance programsloss contingencies and the valuation of goodwill, and indefinite lived intangible assets and long-lived assets. While we believe that these estimates are reasonable, actual results could differ from such estimates.

Recently Adopted Accounting Standards

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued a standard on revenue recognition that provides a single, comprehensive revenue recognition model for all contracts with customers. The standard is principle-based and provides a five-step model to determine the measurement of revenue and timing of when it is recognized. In 2015 and 2016, the FASB issued several updates to this standard. The adoption of this standard and its related amendments (collectively, the “New Revenue Standard”) on January 1, 2018 did not result in the recognition of a cumulative adjustment to opening retained earnings under the modified retrospective approach, nor did it have a significant impact on our consolidated net income, balance sheet or cash flow. See Note 2.

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Financial Instruments

In January 2016, the FASB issued guidance related to certain aspects of recognition, measurement, presentation and disclosure of financial instruments. Most prominent among the changes to the standard is the requirement that changes in the fair value of equity investments, with certain exceptions, be recognized through net income rather than other comprehensive income. This guidance must be applied using a modified retrospective approach through a cumulative-effect adjustment to retained earnings and became effective for interim and annual periods beginning after December 15, 2017. The adoption of this guidance did not have a material impact on our consolidated financial statements. A cumulative-effect adjustment captured the previously held unrealized losses of $301 related to our equity securities carried at fair value. See Note 4.

Stock Compensation

In May 2017, the FASB issued guidance to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. This guidance must be applied prospectively and became effective for interim and annual periods beginning after December 15, 2017. The adoption of this guidance did not have a material impact on our consolidated financial statements.

Derivatives and Hedging

In August 2017, the FASB issued guidance to simplify the accounting for hedging derivatives. This guidance is effective prospectively and is effective for interim and annual periods beginning after December 15, 2018 with early adoption permitted. We elected to adopt this guidance during the quarter ended June 30, 2018, which did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

Leases

In February 2016, the FASBFinancial Accounting Standards Board (“FASB”) issued guidance on accounting for leases, which requires lessees to recognize most leases on their balance sheets for the rights and obligations created by those leases. The guidance requires the use of a modified retrospective approach to apply the standard at the beginning of the earliest period presented in the financial statements. In July 2018, the FASB issued updated guidance was issued whichthat provides an additional transition method of adoption that allows entities to initially apply the standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings. We will adoptThe adoption of this standard and its related amendments (collectively, the guidance“New Lease Standard”) on January 1, 2019, using thisdid not result in the recognition of a cumulative adjustment to opening retained earnings under the additional transition method, and recognize a cumulative-effect adjustment to the opening balance of retained earnings.

Based on our preliminary assessment of our lease portfolio, we expect the adoption of this guidance tonor did it have a material impact on our consolidated balance sheets due to the recognition ofright-of-use assets and lease liabilities. However, we do not expect a materialsignificant impact on our consolidated statements of income. We are in the process of collecting data and designing processes and controls to account for our leases in accordance with the new guidance. Our current minimum lease commitments are disclosed inincome or cash flows. See Note 16 to our audited consolidated financial statements contained in our Annual Report on Form10-K for the year ended December 31, 2017.2.

Recently Issued Accounting Standards Not Yet Adopted

Intangibles—Goodwill and Other

In January 2017, the FASB issued guidance to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under this updated standard, an entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, but the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity also should consider income tax effects from anytax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if any. This guidance is effective prospectively and is effective for interim and annual periods beginning after December 15, 2019 with early adoption permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

 

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2.

REVENUESLEASES

Adoption of New RevenueLease Standard

We adopted the New RevenueLease Standard on January 1, 20182019 using the modified retrospective approach. The New Revenue Standard did not have an impact on the amount or timing of our revenue recognition; however, certain paymentsadditional transition method described in Note 1 to customers were reclassified from expenses to a reduction from revenues, resulting in an immaterial impact to the individual financial statement line items of ourthese condensed consolidated unaudited statementsfinancial statements. The New Lease Standard had a material impact on our consolidated balance sheet due to the recognition of income.right-of-use (“ROU”) assets and lease liabilities for operating leases, while accounting for finance leases remained substantially unchanged. Results for reporting periods beginning on and after January 1, 20182019 are presented under the New RevenueLease Standard, while prior period results have not been adjusted and continue to be reported under the accounting standards in effect for those periods.

Practical Expedients

8We elected the package of 25practical expedients not to reassess 1) whether existing contracts contain embedded leases, 2) lease classification for existing leases and 3) whether initial direct costs for existing leases would qualify for capitalization under the New Lease Standard. We also elected the practical expedients related to short-term leases and separating lease components fromnon-lease components for all underlying asset classes.

Operating and Finance Leases

We have operating leases for real property, vehicles and equipment and finance leases primarily for vehicles. Operating leases are included in operating leaseright-of-use assets, current portion of long-term obligations, and operating lease liabilities in our consolidated balance sheet. Finance leases are not considered significant to our consolidated balance sheet or consolidated statement of income. Finance lease ROU assets at March 31, 2019 of $2,783 are included in property and equipment, net in our consolidated balance sheet. Finance lease liabilities at March 31, 2019 of $2,882 are included in current portion of long-term obligations and other long-term obligations, net of current portion in our consolidated balance sheet.

ROU assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement dates of the respective leases in determining the present value of the applicable lease payments.

Operating lease ROU assets also include any leasepre-payments made and exclude lease incentives. Certain of our leases include variable payments, which are excluded from lease ROU assets and lease liabilities, and are expensed as incurred. Our leases have remaining lease terms of1-9 years, some of which include options to extend the leases for up to five years. The exercise of lease renewal options is at our sole discretion and our lease ROU assets and liabilities reflect only the options we are reasonably certain that we will exercise. Certain real property lease agreements have lease andnon-lease components, which are generally accounted for as a single lease component. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Lease payments for short-term leases, which are 12 months or less without a purchase option that is likely to be exercised, are recognized as lease cost on a straight-line basis over the lease term.

The components of operating lease expense were as follows:

Quarter ended March 31,

  2019 

Lease cost

  $ 17,776 

Short-term lease cost

   2,173 

Variable lease cost

   843 

Sublease income

   (49
  

 

 

 

Total operating lease cost

  $20,743 
  

 

 

 

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Revenue RecognitionSupplemental balance sheet information related to operating leases were as follows:

Revenue primarily consists

March 31,

  2019 

ROU assets

  $ 183,326 

Current portion of long-term obligations

  $57,373 

Operating lease liabilities

   124,485 
  

 

 

 

Total operating lease liabilities

  $181,858 
  

 

 

 

Weighted Average Remaining Lease Term (in years)

   3.7 years 

Weighted Average Discount Rate

   4.56

Supplemental cash flow information related to operating leases were as follows:

Quarter Ended March 31,

  2019 

Operating cash flows for the measurement of operating lease liabilities

  $17,393 

Operating leaseright-of-use assets obtained in exchange for operating lease obligations

  $ 198,976 

At March 31, 2019, maturities of sales of air conditioning, heating and refrigeration equipment and related parts and supplies. We generate our revenue primarily from the sale of finished products to customers; therefore, the significant majority of our contracts are short-term in nature and have only a single performance obligation to deliver products; therefore, we satisfy our performance obligation under such contracts when we transfer controloperating lease liabilities over each of the productnext five years and thereafter were as follows:

2019, excluding the quarter ended March 31, 2019

  $49,782 

2020

   54,414 

2021

   41,900 

2022

   28,251 

2023

   15,745 

Thereafter

   8,503 
  

 

 

 

Total lease payments

   198,595 

Less imputed interest

   16,737 
  

 

 

 

Total lease liability

  $ 181,858 
  

 

 

 

At March 31, 2019, we had additional operating leases, primarily for real property, that had not yet commenced. Such leases had estimated future minimum rental commitments of approximately $14,000. These operating leases are expected to commence in 2019 with lease terms of5-11 years. These undiscounted amounts are not included in the table above.

Prior to the customer. Some contracts contain a combination of product sales and services, the latter of which is distinct and accounted for as a separate performance obligation. We satisfy our performance obligations for services when we render the services within the agreed-upon service period. Total service revenue is not material and accounted for less than 1% of our consolidated revenues for both the quarter and nine months ended September 30, 2018.

Revenue is recognized when control transfers to our customers when picked up or via shipment of products or delivery of services. We measure revenue as the amount of consideration we expect to be entitled to receive in exchange for those goods or services, net of any variable considerations (e.g., rights to return product, sales incentives, others) and any taxes collected from customers and subsequently remitted to governmental authorities. Revenue for shipping and handling charges is recognized when products are delivered to the customer.

Product Returns

We estimate product returns based on historical experience and record them on a gross basis. Substantially all customer returns relate to products that are returned under manufacturers’ warranty obligations. Accrued sales returns of $14,702 at September 30, 2018 were included in accrued expenses and other current liabilities in our condensed consolidated unaudited balance sheet.

Sales Incentives

We estimate sales incentives expected to be paid over the termadoption of the program based on the most likely amounts. Sales incentives are accounted for as a reduction in the transaction price and are generally paidNew Lease Standard, rental commitments on an annual basis.undiscounted basis were approximately $219,300 at December 31, 2018 undernon-cancelable operating leases and were payable as follows: $70,400 in 2019, $55,100 in 2020, $41,300 in 2021, $28,500 in 2022, $15,700 in 2023 and $8,300 thereafter.

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3.

REVENUES

Disaggregation of Revenues

The following table presents our revenues disaggregated by primary geographical regions and major product lines within our single reporting segment:

 

  Quarter Ended
September 30,
 Nine Months Ended
September 30,
 
  2018 2017(1) 2018 2017(1) 

Quarters Ended March 31,

  2019 2018 

Primary Geographical Regions:

        

United States

  $1,176,087  $1,114,162  $3,233,731  $3,064,181   $ 806,511  $ 809,502 

Canada

   87,251  76,408   218,730  199,788    59,256  52,360 

Mexico

   32,669  39,021   102,866  113,641 

Latin America and the Caribbean

   65,511  64,715 
  

 

  

 

  

 

  

 

   

 

  

 

 
  $1,296,007  $1,229,591  $3,555,327  $3,377,610   $931,278  $926,577 
  

 

  

 

  

 

  

 

   

 

  

 

 

Major Product Lines:

        

HVAC equipment

   68 68  68 67   67 66

Other HVAC products

   28 27  28 28   29 29

Commercial refrigeration products

   4 5  4 5   4 5
  

 

  

 

  

 

  

 

   

 

  

 

 
   100 100  100 100   100 100
  

 

  

 

  

 

  

 

   

 

  

 

 

 

(1)

As noted above, prior period amounts have not been adjusted under the modified retrospective method and remain as originally reported for such periods.

Practical Expedients

We generally expense sales commissions when incurred because the amortization period is one year or less. These costs are recorded within selling, general and administrative expenses. We do not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

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3.4.

EARNINGS PER SHARE

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

 

  Quarter Ended
September 30,
   Nine Months Ended
September 30,
 
  2018   2017   2018   2017 

Quarters Ended March 31,

  2019   2018 

Basic Earnings per Share:

            

Net income attributable to Watsco, Inc. shareholders

  $79,163   $65,029   $203,339   $164,966   $35,037   $34,219 

Less: distributed and undistributed earnings allocated tonon-vested restricted common stock

   6,451    5,470    16,600    13,844    4,924    3,775 
  

 

   

 

   

 

   

 

   

 

   

 

 

Earnings allocated to Watsco, Inc. shareholders

  $72,712   $59,559   $186,739   $151,122   $30,113   $30,444 
  

 

   

 

   

 

   

 

   

 

   

 

 

Weighted-average common shares outstanding - Basic

   34,339,859    32,712,151    34,301,672    32,679,334 

Weighted-average common shares outstanding – Basic

   34,388,117    34,254,331 

Basic earnings per share for Common and Class B common stock

  $2.12   $1.82   $5.44   $4.62   $0.88   $0.89 

Allocation of earnings for Basic:

            

Common stock

  $67,201   $54,627   $172,571   $138,594   $27,856   $28,134 

Class B common stock

   5,511    4,932    14,168    12,528    2,257    2,310 
  

 

   

 

   

 

   

 

   

 

   

 

 
  $72,712   $59,559   $186,739   $151,122   $30,113   $30,444 
  

 

   

 

   

 

   

 

   

 

   

 

 

Diluted Earnings per Share:

            

Net income attributable to Watsco, Inc. shareholders

  $79,163   $65,029   $203,339   $164,966   $35,037   $34,219 

Less: distributed and undistributed earnings allocated tonon-vested restricted common stock

   6,448    5,468    16,593    13,840    4,924    3,775 
  

 

   

 

   

 

   

 

   

 

   

 

 

Earnings allocated to Watsco, Inc. shareholders

  $72,715   $59,561   $186,746   $151,126   $30,113   $30,444 
  

 

   

 

   

 

   

 

   

 

   

 

 

Weighted-average common shares outstanding - Basic

   34,339,859    32,712,151    34,301,672    32,679,334 

Weighted-average common shares outstanding – Basic

   34,388,117    34,254,331 

Effect of dilutive stock options

   59,530    34,215    64,850    32,516    14,485    65,779 
  

 

   

 

   

 

   

 

   

 

   

 

 

Weighted-average common shares outstanding - Diluted

   34,399,389    32,746,366    34,366,522    32,711,850 

Weighted-average common shares outstanding – Diluted

   34,402,602    34,320,110 
  

 

   

 

 
  

 

   

 

   

 

   

 

 

Diluted earnings per share for Common and Class B common stock

  $2.11   $1.82   $5.43   $4.62   $0.88   $0.89 

Anti-dilutive stock options not included above

   79,316    12,571    39,751    33,156    322,584    9,228 

Diluted earnings per share for our Common stock assumes the conversion of all of our Class B common stock into Common stock as of the beginning of the fiscal year; therefore, no allocation of earnings to Class B common stock is required. At September 30,March 31, 2019 and 2018, and 2017, our outstanding Class B common stock was convertible into 2,602,5282,820,291 and 2,709,1942,599,496 shares of our Common stock, respectively.

 

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4.5.

OTHER COMPREHENSIVE INCOME (LOSS)

Other comprehensive income (loss) consists of the foreign currency translation adjustment associated with our Canadian operations’ use of the Canadian dollar as itstheir functional currency and changes in the unrealized (losses) gains (losses) on cash flow hedging instruments and equity securities.instruments. The tax effects allocated to each component of other comprehensive income (loss) were as follows:

 

   Quarter Ended
September 30,
   Nine Months Ended
September 30,
 
   2018   2017   2018   2017 

Foreign currency translation adjustment

  $4,269   $9,385   $(7,422  $17,310 

Unrealized gain (loss) on cash flow hedging instruments

   316    (1,280   1,043    (1,399

Income tax (expense) benefit

   (85   346    (281   378 
  

 

 

   

 

 

   

 

 

   

 

 

 

Unrealized gain (loss) on cash flow hedging instruments, net of tax

   231    (934   762    (1,021
  

 

 

   

 

 

   

 

 

   

 

 

 

Reclassification of (gain) loss on cash flow hedging instruments into earnings

   (1,253   88    (78   (1,092

Income tax expense (benefit)

   338    (24   21    295 
  

 

 

   

 

 

   

 

 

   

 

 

 

Reclassification of (gain) loss on cash flow hedging instruments into earnings, net of tax

   (915   64    (57   (797
  

 

 

   

 

 

   

 

 

   

 

 

 

Unrealized gain on equity securities

   —      20    —      25 

Income tax expense

   —      (7   —      (9
  

 

 

   

 

 

   

 

 

   

 

 

 

Unrealized gain on equity securities, net of tax

   —      13    —      16 
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss)

  $3,585   $8,528   $(6,717  $15,508 
  

 

 

   

 

 

   

 

 

   

 

 

 

Quarters Ended March 31,

  2019   2018 

Foreign currency translation adjustment

  $ 5,005  $ (6,645)

Unrealized (loss) gain on cash flow hedging instruments

   (735   207

Income tax benefit (expense)

   199   (56
  

 

 

   

 

 

 

Unrealized (loss) gain on cash flow hedging instruments, net of tax

   (536   151
  

 

 

   

 

 

 

Reclassification of (gain) loss on cash flow hedging instruments into earnings

   (375   1,031

Income tax expense (benefit)

   101    (278
  

 

 

   

 

 

 

Reclassification of (gain) loss on cash flow hedging instruments into earnings, net of tax

   (274   753
  

 

 

   

 

 

 

Other comprehensive income (loss)

  $4,195   $ (5,741)
  

 

 

   

 

 

 

The changes in each component of accumulated other comprehensive loss, net of tax, were as follows:

 

Nine Months Ended September 30,

  2018   2017 

Quarters Ended March 31,

  2019   2018 

Foreign currency translation adjustment:

        

Beginning balance

  $(33,499)  $(43,459)  $ (46,604)  $ (33,499)

Current period other comprehensive (loss) income

   (4,660   10,733

Current period other comprehensive income (loss)

   3,269   (4,191
  

 

   

 

   

 

   

 

 

Ending balance

   (38,159   (32,726   (43,335   (37,690
  

 

   

 

   

 

   

 

 

Cash flow hedging instruments:

        

Beginning balance

   (421   215   636   (421

Current period other comprehensive income (loss)

   457   (613

Less reclassification adjustment

   (34   (478

Current period other comprehensive (loss) gain

   (322   91

Reclassification adjustment

   (164   451
  

 

   

 

   

 

   

 

 

Ending balance

   2   (876   150   121
  

 

   

 

   

 

   

 

 

Equity securities:

    

Available-for-sale securities:

    

Beginning balance

   (301   (286   —      (301

Cumulative-effect adjustment to retained earnings

   301   —      —      301

Current period other comprehensive income

   —      16   —      —   
  

 

   

 

   

 

   

 

 

Ending balance

   —      (270   —      —   
  

 

   

 

   

 

   

 

 

Accumulated other comprehensive loss, net of tax

  $(38,157)  $(33,872)  $(43,185)  $(37,569)
  

 

   

 

   

 

   

 

 

 

5.6.

DEBT

We maintain an unsecured, $500,000 syndicated multicurrency revolving credit agreement, which we use to fund seasonal working capital needs and for other general corporate purposes, including acquisitions, dividends (if and as declared by our Board of Directors), capital expenditures, stock repurchases and issuances of letters of credit. Effective February 5, 2018, we decreasedThe credit facility has a seasonal component from October 1 to March 31, during which the borrowing capacity under this revolvingmay be reduced to $400,000 at our discretion (which would effectively reduce fees payable in respect of the unused portion of the commitment). Included in the credit facility are a $100,000 swingline subfacility, a $10,000 letter of credit subfacility, a $75,000 alternative currency borrowing sublimit and an $8,000 Mexican borrowing sublimit. The credit agreement from $600,000 to $300,000. matures on December 5, 2023.

At September 30, 2018March 31, 2019 and December 31, 2017, $116,4002018, $137,500 and $21,800,$135,200, respectively, were outstanding under the revolving credit agreement. The credit agreement matures on July 1, 2019 and, accordingly,

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borrowings outstanding under the credit agreement are classified as current liabilities in our condensed consolidated unaudited balance sheet at September 30, 2018. We believe that we will refinance the credit agreement at or prior to its maturity on similar terms and subject to similar conditions.

The revolving credit agreement contains customary affirmative and negative covenants, including financial covenants with respect to consolidated leverage and interest coverage ratios, and other customary restrictions. We believe we were in compliance with all covenants at September 30,March 31, 2019.

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At March 31, 2019, $2,340 of short-term borrowings were outstanding under a credit line established by our Mexican subsidiary. This line of credit has aone-year term, maturing on June 12, 2019, isnon-committed and provides for borrowings of up to approximately $3,900 (MXN 75,000) for general corporate purposes. No short-term borrowings were outstanding under this credit line at December 31, 2018.

 

6.

PURCHASE OF ADDITIONAL OWNERSHIP INTEREST IN JOINT VENTURE

On February 13, 2017, we purchased an additional 10% ownership interest in Carrier Enterprise Northeast LLC, which we refer to as Carrier Enterprise II, for cash consideration of $42,688, which increased our controlling interest from 70% to 80%. Carrier Enterprise II was formed in 2011 as a joint venture with Carrier. Carrier Enterprise II had sales of approximately $545,000 for the year ended December 31, 2017 from 40 locations in the northeastern United States and 14 locations in Mexico.

7.

INVESTMENT IN UNCONSOLIDATED ENTITY

On June 21, 2017, our first joint venture with Carrier, Carrier Enterprise, LLC, which we refer to as Carrier Enterprise I, acquired an approximately 35% ownership interest in Russell Sigler, Inc. (“RSI”), an HVAC distributor with 2017 sales of approximately $680,000, operating from 30 locations in the Western U.S. We have an 80% controlling interest in Carrier Enterprise I, and Carrier has a 20%non-controlling interest. Carrier Enterprise I acquired its ownership interest in RSI for cash consideration of $63,600, of which we contributed $50,880, and Carrier contributed $12,720. Effective June 29, 2018, Carrier Enterprise I acquired an additional 1.4% ownership interest in RSI, which increased Carrier Enterprise I’s ownership interest in RSI to 36.3%. Total cash consideration of $3,760 was paid on July 5, 2018, of which we contributed $3,008 and Carrier contributed $752. Carrier Enterprise I is a party to a shareholders agreement (the “Shareholders Agreement”) with RSI and its shareholders. Pursuant to the Shareholders Agreement, RSI’s shareholders have the right to sell, and Carrier Enterprise I has the obligation to purchase, their respective shares of RSI for a purchase price determined based on either book value or a multiple of EBIT, the latter of which Carrier Enterprise I used to calculate the price paid for its investment in RSI. RSI’s shareholders may transfer their respective shares of RSI common stock only to members of the Sigler family or to Carrier Enterprise I, and, at any time from and after the date on which Carrier Enterprise I owns 85% or more of RSI’s outstanding common stock, it has the right, but not the obligation, to purchase from RSI’s shareholders the remaining outstanding shares of RSI common stock. Additionally, Carrier Enterprise I has the right to appoint two of RSI’s six board members. Given Carrier Enterprise I’s 36.3% ownership interest in RSI and its right to appoint two out of RSI’s six board members, this investment in RSI is accounted for under the equity method.

8.

ACQUISITION

On August 23, 2018, one of our wholly owned subsidiaries acquired Alert Labs Inc., a technology company based in Ontario, Canada for cash consideration of $5,889 and the issuance of 47,103 shares of Common stock, having a fair value of $8,180.

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

9.

DERIVATIVES

We enter into foreign currency forward and option contracts to offset the earnings impact that foreign exchange rate fluctuations would otherwise have on certain monetary liabilities that are denominated in nonfunctional currencies.

Cash Flow Hedging Instruments

We enter into foreign currency forward contracts that are designated as cash flow hedges. The settlement of these derivatives results in reclassifications from accumulated other comprehensive loss to earnings for the period in which the settlement of these instruments occurs. The maximum period for which we hedge our cash flow using these instruments is 12 months. Accordingly, at September 30, 2018,March 31, 2019, all of our open foreign currency forward contracts had maturities of one year or less. The total notional value of our foreign currency exchange contracts designated as cash flow hedges at September 30, 2018March 31, 2019 was $36,800,$44,100, and such contracts have varying terms expiring through JuneDecember 2019.

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The impact from foreign exchange derivative instruments designated as cash flow hedges was as follows:

 

  Quarter Ended
September 30,
   Nine Months Ended
September 30,
 
  2018   2017   2018   2017 

Gain (loss) recorded in accumulated other comprehensive loss

  $ 316   $(1,280  $1,043   $(1,399

Quarters Ended March 31,

  2019   2018 

(Loss) gain recorded in accumulated other comprehensive loss

  $ (735)   $207 

(Gain) loss reclassified from accumulated other comprehensive loss into earnings

  $(1,253  $88   $(78  $(1,092  $(375)   $ 1,031 

At September 30, 2018,March 31, 2019, we expected an estimated $3$340pre-tax gain to be reclassified into earnings to reflect the fixed prices obtained from foreign exchange hedging within the next 12 months.

Derivatives Not Designated as Hedging Instruments

We have also entered into foreign currency forward and option contracts that are either not designated as hedges or did not qualify for hedge accounting. These derivative instruments were effective economic hedges for all of the periods presented. The fair value gains and losses on these contracts are recognized in earnings as a component of selling, general and administrative expenses. The total notional value of our foreign currency exchange contracts not designated as hedging instruments at September 30, 2018March 31, 2019 was $12,000,$9,060, and such contracts have varying terms expiring through November 2018.July 2019.

We recognized losses of $(108), $(502), $(299)$113 and $(912)$371 from foreign currency forward and option contracts not designated as hedging instruments in our condensed consolidated unaudited statements of income for the quarters ended March 31, 2019 and nine months ended September 30, 2018, and 2017, respectively.

The following table summarizes the fair value of derivative instruments, which consist solely of foreign exchange contracts, included in other current assets and accrued expenses and other current liabilities in our condensed consolidated unaudited balance sheets. See Note 10.8.

 

  Asset Derivatives   Liability Derivatives   Asset Derivatives   Liability Derivatives 
  September 30, 2018   December 31, 2017   September 30, 2018   December 31, 2017   March 31, 2019   December 31, 2018   March 31, 2019   December 31, 2018 

Derivatives designated as hedging instruments

  $123   $70   $334   $773   $ 371   $ 1,262   $ 104   $3

Derivatives not designated as hedging instruments

   —      180    74   184    46    58    4    11
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total derivative instruments

  $123   $250   $ 408   $ 957   $417   $1,320   $108   $14 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

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10.8.

FAIR VALUE MEASUREMENTS

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

 

      Total   Fair Value Measurements
at September 30, 2018 Using
 
  

Balance Sheet Location

  Level 1   Level 2   Level 3 

Assets:

          

Derivative financial instruments

  Other current assets  $123   $—    $123   $—  

Equity securities

  Other assets  $372   $372   $—    $—  

Liabilities:

          

Derivative financial instruments

  Accrued expenses and other current liabilities  $408   $—    $408   $—  
      Total   Fair Value Measurements
at December 31, 2017 Using
 
  

Balance Sheet Location

  Level 1   Level 2   Level 3 

Assets:

          

Derivative financial instruments

  Other current assets  $250   $—    $250   $—  

Equity securities

  Other assets  $332   $332   $—    $—  

Liabilities:

          

Derivative financial instruments

  Accrued expenses and other current liabilities  $957   $—    $957   $—  

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          Fair Value Measurements
at March 31, 2019 Using
 
  

Balance Sheet Location

  Total   Level 1   Level 2   Level 3 

Assets:

          

Derivative financial instruments

  Other current assets  $417   $ —    $417   $ —  

Equity securities

  Other assets  $281   $281   $—    $ —  

Liabilities:

          

Derivative financial instruments

  Accrued expenses and other current liabilities  $108   $ —    $108   $ —  
      Total   Fair Value Measurements
at December 31, 2018 Using
 
  

Balance Sheet Location

  Level 1   Level 2   Level 3 

Assets:

          

Derivative financial instruments

  Other current assets  $ 1,320   $ —    $ 1,320   $ —  

Equity securities

  Other assets  $279   $279   $—    $ —  

Liabilities:

          

Derivative financial instruments

  Accrued expenses and other current liabilities  $14   $ —    $14   $ —  

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:

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

Derivative financial instruments – these derivatives are foreign currency forward and option contracts. See Note 9.7. Fair value is based on observable market inputs, such as forward rates in active markets; therefore, we classify these derivatives within Level 2 of the valuation hierarchy.

There were no transfers in or out of Level 1 and Level 2 during the nine monthsquarter ended September 30, 2018.March 31, 2019.

 

11.9.

SHAREHOLDERS’ EQUITY

At-the-Market Offering Program

On August 23, 2017, we entered into a sales agreement with Robert W. Baird & Co. Inc., which enabled the Company to issue and sell shares of Common stock in one or more negotiated transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), for a maximum aggregate offering amount of up to $250,000 (the “ATM Program”). The offer and sale of our Common stock pursuant to the ATM Program was registered under the Securities Act pursuant to our automatically effective shelf registration statement on FormS-3 (FileNo. 333-207831).

During the quarter and nine months ended September 30, 2017, we sold 35,000 shares of Common stock under the ATM Program for net proceeds of $5,391. Direct costs of $285 incurred in connection with the offering were charged against the proceeds from the sale of Common stock and reflected as a reduction ofpaid-in capital. At September 30, 2017, $244,560 remained available for sale under the Sales Agreement. As of December 31, 2017, we had completed the offering of shares under the ATM Program. The net proceeds were primarily used to repay outstanding debt and for general corporate purposes.

Common Stock Dividends

We paid cash dividends of $1.45,$1.60 and $1.25 $4.15 and $3.35 per share of both Common stock and Class B common stock during the quarters ended March 31, 2019 and nine months ended September 30, 2018, and 2017, respectively.

Non-Vested Restricted Stock

During the quarters and nine monthsquarter ended September 30, 2018 and 2017, we granted 10,000, 9,000, 110,109 and 164,899 shares ofnon-vested restricted stock, respectively.

During the quarters and nine months ended September 30, 2018 and 2017, 8,830, 12,354, 21,754 and 32,454March 31, 2019, 2,985 shares of Common and Class B common stock respectively, with an aggregate fair market valuesvalue of $1,562, $1,893, $3,775 and $4,664, respectively,$428 were withheld as payment in lieu of cash to satisfy tax withholding obligations in connection with the vesting ofnon-vested restricted stock. These shares were retired upon delivery.

Exercise of Stock Options

During the quarters and nine months ended September 30, 2018 and 2017, 8,600, 9,084, 53,184 and 25,084 stock options, respectively, were exercised for Common stock. Cash received from commonCommon stock issued as a result of stock options exercised during the quarters ended March 31, 2019 and nine months ended September 30, 2018 was $717 and 2017, was $856, $801, $4,837 and $2,111,$2,612, respectively.

During the quarter and nine months ended September 30,March 31, 2018, 3765,041 shares of Common stock with an aggregate fair market value of $69 and 7,027 shares of Common stock with an aggregate fair market value of $1,269, respectively,$914 were withheld as payment in lieu of cash for stock option exercises and related tax withholdings. During the quarter and nine months ended September 30, 2017, 350 shares of Common stock with an aggregate fair market value of $53 were withheld as payment in lieu of cash for stock option exercises and related tax withholdings.exercises. These shares were retired upon delivery.

Employee Stock Purchase Plan

During the quarters ended March 31, 2019 and nine months ended September 30, 2018, we received net proceeds of $410 and 2017, 2,235, 2,718, 6,716 and 6,977$346, respectively, for shares of Common stock respectively, were issued under our employee stock purchase plan for which we received net proceeds of $382, $402, $1,142 and $1,004, respectively.plan.

 

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401(k) Plan

During the nine months ended September 30, 2018 and 2017, we issued 17,318 and 16,389 shares of Common stock, respectively, to our profit sharing retirement plan, representing the Common stock discretionary matching contributions of $2,945 and $2,428, respectively.

Non-controlling Interest

As described under the heading “Joint Ventures with Carrier Corporation” in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operation” contained in this Quarterly Report on Form10-Q, we maintain three joint ventures with Carrier that we describe as Carrier Enterprise I, Carrier Enterprise II and Carrier Enterprise III. We have an 80% controlling interest in Carrier Enterprise I and Carrier Enterprise II and a 60% controlling interest in Carrier Enterprise III. Carrier owns the remainingnon-controlling interests in such joint ventures. The following table reconciles shareholders’ equity attributable to Carrier’snon-controlling interests:

Non-controlling interest at December 31, 2017

  $253,024 

Net income attributable tonon-controlling interest

   44,188 

Foreign currency translation adjustment

   (2,762

Distributions tonon-controlling interest

   (2,178

Investment in unconsolidated entity

   752 

Gain recorded in accumulated other comprehensive loss

   305 

Gain reclassified from accumulated other comprehensive loss into earnings

   (23
  

 

 

 

Non-controlling interest at September 30, 2018

  $293,306 
  

 

 

 

12.10.

COMMITMENTS AND CONTINGENCIES

Litigation, Claims and Assessments

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

Self-Insurance

Self-insurance reserves are maintained relative to company-wide casualty insurance and health benefit programs. The level of exposure from catastrophic events is limited by the purchase of stop-loss and aggregate liability reinsurance coverage. When estimating the self-insurance liabilities and related reserves, management considers a number of factors, which include historical claims experience, demographic factors, severity factors and valuations provided by independent third-party actuaries. Management reviews its assumptions with its independent third-party actuaries to evaluate whether the self-insurance reserves are adequate. If actual claims or adverse development of loss reserves occur and exceed these estimates, additional reserves may be required. Reserves in the amounts of $2,562$2,586 and $2,344$2,311 at September 30, 2018March 31, 2019 and December 31, 2017,2018, respectively, were established related to such programs and are included in accrued expenses and other current liabilities in our condensed consolidated unaudited balance sheets.

 

13.11.

RELATED PARTY TRANSACTIONS

Purchases from Carrier and its affiliates comprised 64%, 62%, 63%61% and 62% of all inventory purchases made during the quarters ended March 31, 2019 and nine months ended September 30, 2018, and 2017, respectively. At September 30, 2018March 31, 2019 and December 31, 2017,2018, approximately $93,000$101,000 and $75,000,$71,000, respectively, was payable to Carrier and its affiliates, net of receivables. Our joint ventures with Carrier also sell HVAC products to Carrier and its affiliates. Revenues in our condensed consolidated unaudited statements of income for the quarters ended March 31, 2019 and nine months ended September 30, 2018 and 2017 included approximately $28,000, $19,000, $65,000$21,000 and $51,000,$16,000, respectively, of sales to Carrier and its affiliates. We believe these transactions are conducted on terms equivalent to anarm’s-length basis in the ordinary course of business.

A member of our Board of Directors is the Chairman and Chief Executive Officer of Moss & Associates LLC, who served as general contractor for the remodeling of our Miami headquarters, which was completed in 2018. We paid Moss & Associates LLC $0, $58, $124 and $702 for construction services performed during the quarters and nine months ended September 30, 2018 and 2017, respectively, and no amount was payable at September 30, 2018.

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A member of our Board of Directors is the Senior Chairman of Greenberg Traurig, P.A., which serves as our principal outside counsel for compliance and acquisition-relatedreceives customary fees for legal services. During the quarters ended March 31, 2019 and nine months ended September 30, 2018, and 2017, we paid this firm $0 $71, $18 and $291$4, respectively, for services performed, respectively, and $113no amount was payable at September 30,both March 31, 2019 and December 31, 2018.

A member of our Board of Directors is the Chairman and Chief Executive Officer of Moss & Associates LLC, which served as general contractor for the remodeling of our Miami headquarters that was completed in 2018. We paid Moss & Associates LLC $53 for construction services performed during the quarter ended March 31, 2018.

 

14.12.

SUBSEQUENT EVENTEVENTS

On October 23, 2018,April 2, 2019, one of our Boardwholly owned subsidiaries acquired certain assets and assumed certain liabilities of Directors approved an increase toDunphey & Associates Supply Co., Inc., a distributor of air conditioning and heating products operating from seven locations in New Jersey, New York and Connecticut. The purchase price was composed of cash consideration of $16,781 and the quarterly cash dividend per shareissuance of 50,952 shares of Common stock having a fair value of $7,450.

Effective April 22, 2019, our first joint venture with Carrier, Carrier Enterprise I acquired an additional 1.8% ownership interest in Russell Sigler, Inc. (“RSI”) for cash consideration of $4,940, of which we contributed $3,952 and Class B common stockCarrier contributed $988. This acquisition increased Carrier Enterprise I’s ownership interest in RSI to $1.60 per share from $1.45 per share, beginning with the dividend that will be paid in January 2019.38.1%.

ITEM 2.

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

Forward-Looking Statements

This Quarterly Report on Form10-Q 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. Statements which are not historical in nature, including the words “anticipate,” “estimate,” “could,” “should,” “may,” “plan,” “seek,” “expect,” “believe,” “intend,” “target,” “will,” “project,” “focused,” “outlook,” “goal,” “designed,” and variations of these words and negatives thereof and similar expressions are intended to identify forward-looking statements, including statements regarding, among others, (i) economic conditions, (ii) business and acquisition strategies, (iii) potential acquisitions and/or joint ventures and investments in unconsolidated entities, (iv) financing plans, and (v) industry, demographic and other trends affecting our financial condition or results of operations. These forward-looking statements are based on management’s current expectations, are not guarantees of future performance and are subject to a number of risks, uncertainties, and changes in circumstances, certain of which are beyond our control. Actual results could differ materially from these forward-looking statements as a result of several factors, including, but not limited to:

 

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general economic conditions;conditions, both in the United States and in the international markets we serve;

 

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 patterns and conditions;

 

insurance coverage risks;

 

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

 

prevailing interest rates;

 

foreign currency exchange rate fluctuations;

 

international political risk;

 

cybersecurity risk; and

 

the continued viability of our business strategy.

We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on current expectations. For additional information regarding other important factors that may affect our operations and could cause actual results to vary materially from those anticipated in the forward-looking statements, please see the discussion included in Item 1A “Risk Factors” of our Annual Report on Form10-K for the year ended December 31, 2017,2018, as well as the other documents and reports that we file with the SEC. Forward-looking statements speak only as of the date the statements were made. We assume no obligation to update forward-looking information or the discussion of such risks and uncertainties to reflect actual results, changes in assumptions, or changes in other factors affecting forward-looking information, except as required by applicable law. We qualify any and all of our forward-looking statements by these cautionary factors.

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The following information should be read in conjunction with the condensed consolidated unaudited financial statements, including the notes thereto, included under Part I, Item 1 of this Quarterly Report on Form10-Q. In addition, reference should be made to our audited consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form10-K for the year ended December 31, 2017.2018.

Company Overview

Watsco, Inc. was incorporated in Florida in 1956, and, together with its subsidiaries (collectively, “Watsco,” or “we,” “us,” or “our”) is the largest distributor of air conditioning, heating, and refrigeration equipment, and related parts and supplies (“HVAC/R”) in the HVAC/R distribution industry in North America. At September 30, 2018,March 31, 2019, we operated from 568575 locations in 37 U.S. States, Canada, Mexico, and Puerto Rico with additional market coverage on an export basis to portions of Latin America and the Caribbean.

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

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

17 of housing completions.24


Joint Ventures with Carrier Corporation

In 2009, we formed a joint venture with Carrier Corporation (“Carrier”), which we refer to as Carrier Enterprise I, in which Carrier contributed 95 of its company-owned locations in 13 Sun Belt states and Puerto Rico, and its export division in Miami, Florida, and we contributed 15 locations that distributed Carrier products. In July 2012, we exercised our option to acquireWe have an additional 10% ownership80% controlling interest in Carrier Enterprise I, which increased our ownership interest to 70%; and on July 1, 2014, we exercised our last remaining option to acquire an additional 10% ownership interest in Carrier Enterprise I, which increased our controlling interest to 80%. Neither Watsco nor Carrier has any remaining options to purchase additional ownership interests in Carrier Enterprise I or any of our other joint ventures with Carrier, which are described below.a 20%non-controlling interest.

In 2011, we formed a second joint venture with Carrier and completed two additional transactions. In April 2011, Carrier contributed 28 of its company-owned locations in the Northeast U.S., and we contributed 14 locations in the Northeast U.S. In July 2011, we purchased Carrier’s distribution operations in Mexico, which included seven locations. Collectively, the Northeast locations and the Mexico operations are referred to as Carrier Enterprise II. On November 29, 2016, we purchasedWe have an additional 10% ownership80% controlling interest in Carrier Enterprise II, and on February 13, 2017, we again purchased an additional 10% ownership interest in Carrier Enterprise II, which together increased our controlling interest to 80%.has a 20%non-controlling interest.

In 2012, we formed a third joint venture, which we refer to as Carrier Enterprise III, with UTC Canada Corporation, referred to as UTC Canada, an affiliate of Carrier. Carrier contributed 35 of its company-owned locations in Canada to Carrier Enterprise III. We have a 60% controlling interest in Carrier Enterprise III, and UTC Canada has a 40%non-controlling interest.

Critical Accounting Policies

Management’s discussion and analysis of financial condition and results of operations is based upon the condensed consolidated unaudited financial statements included in this Quarterly Report on Form10-Q, 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 20172018 Annual Report on Form10-K, as filed with the SEC on March 1, 2018.February 28, 2019. We believe that there have been no significant changes during the quarter ended September 30, 2018March 31, 2019 to the critical accounting policies disclosed in our Annual Report on Form10-K for the year ended December 31, 2017.2018.

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RecentNew Accounting PronouncementsStandards

Refer to Note 1 to our condensed consolidated unaudited financial statements included in this Quarterly Report on Form10-Q for a discussion of recently adopted and not yetto be adopted accounting standards.

Results of Operations

The following table summarizes information derived from our condensed consolidated unaudited statements of income, expressed as a percentage of revenues, for the quarters ended March 31, 2019 and nine months ended September 30, 2018 and 2017:2018:

 

  Quarter Ended
September 30,
 Nine Months Ended
September 30,
 
  2018 2017 2018 2017   2019 2018 

Revenues

   100.0 100.0  100.0 100.0   100.0 100.0

Cost of sales

   75.4  75.9   75.5  75.6    74.9  75.1 
  

 

  

 

  

 

  

 

   

 

  

 

 

Gross profit

   24.6  24.1   24.5  24.4    25.1  24.9 

Selling, general and administrative expenses

   15.5  14.9   15.9  15.8    19.3  19.3 

Other income

   0.3  0.2   0.2  0.1    0.2  0.2 
  

 

  

 

  

 

  

 

   

 

  

 

 

Operating income

   9.4  9.3   8.8  8.7    5.9  5.8 

Interest expense, net

   0.1  0.2   0.1  0.1    0.1  0.1 
  

 

  

 

  

 

  

 

   

 

  

 

 

Income before income taxes

   9.4  9.1   8.8  8.5    5.8  5.8 

Income taxes

   1.9  2.6   1.8  2.5    1.1  1.2 
  

 

  

 

  

 

  

 

   

 

  

 

 

Net income

   7.5  6.5   7.0  6.1    4.7  4.6 

Less: net income attributable tonon-controlling interest

   1.4  1.2   1.2  1.2    0.9  0.9 
  

 

  

 

  

 

  

 

   

 

  

 

 

Net income attributable to Watsco, Inc.

   6.1 5.3  5.7 4.9   3.8 3.7
  

 

  

 

  

 

  

 

   

 

  

 

 

Note: Due to rounding, percentages may not add up to 100.

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The following narratives reflect our acquisition of Alert Labs, Inc. in August 2018, our acquisition of an HVAC distributor in November 2018 and the purchase of an additional 1.4% ownership interest in Russell Sigler, Inc. (“RSI”), in which we purchased an approximately 35% ownership interest in June 2017 and an additional 1.4% ownership interest in June 2018, and our additional 10% ownership interest in Carrier Enterprise II, which we acquired in February 2017.2018. We did not acquire any material businesses during 2018 or 2017.the quarter ended March 31, 2019.

In the following narratives, computations and other information referring to “same-store basis” exclude the effects of locations closed, acquired, or locations opened, or closed during the immediately preceding 12 months, unless they are within close geographical proximity to existing locations.locations, during the immediately preceding 12 months. At September 30,March 31, 2019 and 2018, 9 and 2017, 22 and 345 locations opened, respectively, were excluded fromnear existing locations and were therefore included in “same-store basis” information.

The table below summarizes the changes in our locations for the 12 months ended September 30,March 31, 2018:

 

   Number of
Locations
 

September 30, 2017March 31, 2018

   562563 

Opened

10

Acquired

   3 

Closed

   (5
  

 

 

 

December 31, 20172018

   560571 

Opened

   116 

Closed

   (32
  

 

 

 

September 30, 2018March 31, 2019

   568575 
  

 

 

 

Third Quarter of 2018 Compared to Third Quarter of 2017

Revenues

Revenues for the thirdfirst quarter of 20182019 increased $66.4$4.7 million, or 5%1%, including $3.4$4.1 million from locations opened and acquired during the preceding 12 months, offset by $3.8$2.7 million from locations closed. On a same-store basis, revenues increased $66.8$3.3 million, or 5%, as compared to the same period in 2017,2018, reflecting a 7%2% increase in sales of HVAC equipment (68%(67% of sales), which included a 6% increase in residential HVAC equipment and a 9% increase in commercial HVAC equipment, a 4% increase2% decrease in sales of other HVAC products (28%(29% of sales) and flata 4% decrease in sales of commercial refrigeration products (4% of sales). TheFor HVAC equipment, the increase in same-store revenues was primarily due to realization of price increases demand for the replacement of residential and commercial HVAC equipment and a higher mix of high-efficiency air conditioning and heating systems, which sell at higher unit prices.prices, resulting in a 2% increase in the average selling price, partially offset by a 1% decrease in volume.

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Gross Profit

Gross profit for the thirdfirst quarter of 20182019 increased $23.1$2.9 million, or 8%1%, primarily as a result of increased revenues. Gross profit margin for the quarter ended September 30, 2018March 31, 2019 improved 5020 basis-points to 24.6%25.1% versus 24.1% for the same period in 2017,24.9%, primarily due to an improvement in selling margins for HVAC equipment.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the thirdfirst quarter of 20182019 increased $16.7$1.5 million, or 9%1%, primarily due to increased revenues, additional sales and service-related headcount and an increase in performance-based compensation specific to certain markets.revenues. Selling, general and administrative expenses as a percent of revenues for the quarter ended September 30, 2018 increasedMarch 31, 2019 remained consistent at 19.3% as compared to 15.5% versus 14.9% for the same period in 2017.2018. On a same-store basis, selling, general and administrative expenses increased 9%were flat as compared to the same period in 2017. The increase in selling, general2018 and administrative expensesdeclined 10 basis-points to 19.2% as a percentagepercent of revenues was primarily due to our inability to leverage fixed operating costs to the same extent as in 2017.revenues.

Other Income

Other income of $3.7$1.4 million and $2.3$1.6 million for the first quarters ended September 30,of 2019 and 2018, and 2017, respectively, represents our share of the net income of RSI.

Interest Expense, Net

Net interestInterest expense, net, for the thirdfirst quarter of 2018 decreased $1.12019 increased $0.2 million, or 51%37%, primarily as a result of a decreasean increase in average outstanding borrowings, partially offset by a higherlower effective interest rate for the 20182019 period, in each case under our revolving credit facility, as compared to the same period in 2017.2018.

Income Taxes

Income taxes decreased to $24.4$10.6 million for the thirdfirst quarter of 2019, as compared to $11.0 million for the first quarter of 2018 as compared to $32.3 million for the third quarter of 2017 and arerepresent a composite of the income taxes attributable to our wholly owned operations and income taxes attributable to the Carrier joint ventures, which are primarily taxed as partnerships for income tax purposes.purposes; therefore, Carrier is responsible for its proportionate share of income taxes attributable to its share of earnings. The effective income tax rates attributable to us were 23.3%22.7% and 32.8%23.8% for the quarters ended September 30,March 31, 2019 and 2018, and 2017, respectively. The decrease was primarily due to higher share-based payment deductions in the reductionfirst quarter of 2019 as compared to the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018 as a resultsame period in 2018.

19 of the Tax Cuts and Jobs Act of 2017.24


Net Income Attributable to Watsco, Inc.

Net income attributable to Watsco for the quarter ended September 30, 2018March 31, 2019 increased $14.1$0.8 million, or 22%2%, compared to the same period in 2017.2018. The increase was primarily driven by higher revenues, expanded profit margins, lower interest expense, net, and lower income taxes, partially offset by higher selling, general and administrative expenses as a percent of revenues, as discussed above.

Nine Months Ended September 30, 2018 Compared to Nine Months Ended September 30, 2017

Revenues

Revenues for the nine months ended September 30, 2018 increased $177.7 million, or 5%, including $14.0 million from locations opened and acquired during the preceding 12 months, offset by $10.3 million from locations closed. On a same-store basis, revenues increased $174.0 million, or 5%, as compared to the same period in 2017, reflecting a 7% increase in sales of HVAC equipment (68% of sales), which included a 7% increase in residential HVAC equipment and a 6% increase in commercial HVAC equipment, a 5% increase in sales of other HVAC products (28% of sales) and flat sales of commercial refrigeration products (4% of sales). The increase in same-store revenues was primarily due to realization of price increases and demand for the replacement of residential and commercial HVAC equipment. Revenues from sales of residential HVAC equipment also benefited from an improved sales mix of higher-efficiency air conditioning and heating systems, which sell at higher unit prices.

Gross Profit

Gross profit for the nine months ended September 30, 2018 increased $45.9 million, or 6%, primarily as a result of increased revenues. Gross profit margin for the nine months ended September 30, 2018 improved 10 basis-points to 24.5% versus 24.4%, primarily due to increased demand for higher-efficiency residential HVAC equipment and an improvement in selling margins for HVAC equipment.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the nine months ended September 30, 2018 increased $31.0 million, or 6%, primarily due to increased revenues. Selling, general and administrative expenses as a percentage of revenues for the nine months ended September 30, 2018 increased to 15.9% versus 15.8% for the same period in 2017. On a same-store basis, selling, general and administrative expenses increased 6% as compared to the same period in 2017. The increase in selling, general and administrative expenses was primarily due to our inability to leverage fixed operating costs to the same extent as in 2017.

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Other Income

Other income of $8.5 million and $2.3 million for the nine months ended September 30, 2018 and 2017, respectively, represents our share of the net income of RSI.

Interest Expense, Net

Net interest expense for the nine months ended September 30, 2018 decreased $2.6 million, or 53%, primarily as a result of a decrease in average outstanding borrowings, partially offset by a higher effective interest rate for the 2018 period, in each case under our revolving credit facility, as compared to the same period in 2017.

Income Taxes

Income taxes decreased to $63.7 million for the nine months ended September 30, 2018 as compared to $82.9 million for the nine months ended September 30, 2017 and are a composite of the income taxes attributable to our wholly owned operations and income taxes attributable to the Carrier joint ventures, which are primarily taxed as partnerships for income tax purposes. The effective income tax rates attributable to us were 23.6% and 33.0% for the nine months ended September 30, 2018 and September 30, 2017, respectively. The decrease was primarily due to the reduction of the U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018 as a result of the Tax Cuts and Jobs Act of 2017.

Net Income Attributable to Watsco, Inc.

Net income attributable to Watsco for the nine months ended September 30, 2018 increased $38.4 million, or 23%, compared to the same period in 2017. The increase was primarily driven by higher revenues and other income, expanded profit margins, lower interest expense, net, and lower income taxes, as discussed above.

Liquidity and Capital Resources

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

 

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

 

borrowing capacity under our revolving credit facility;

 

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

 

acquisitions, including joint ventures and investments in unconsolidated entities;

 

dividend payments;

 

capital expenditures; and

 

the timing and extent of common stock repurchases.

Sources and Uses of Cash

We rely on cash flows from operations and borrowing capacity under our revolving credit agreement to fund seasonal working capital needs and for other general corporate purposes, including dividend payments (to the extent declared by our Board of Directors), capital expenditures, business acquisitions, and development of our long-term operating and technology strategies. Additionally, we may also generate cash through proceeds from the issuance and sale of our Common stock.

As of September 30, 2018,March 31, 2019, we had $67.6$77.3 million of cash and cash equivalents, of which $57.4$67.2 million was held by foreign subsidiaries. The repatriation of cash balances from our foreign subsidiaries could have adverse tax consequencesimpacts or be subject to capital controls; however, these balances are generally available without legal restrictions to fund the ordinary business operations of our foreign subsidiaries.subsidiaries without legal or other restrictions.

We believe that our operating cash flows, cash on hand, and funds available for borrowing under our revolving credit agreement are sufficient to meet our liquidity needs in the foreseeable future. However, there can be no assurance that our current sources of available funds will be sufficient to meet our cash requirements. While we have the intent and current ability to refinance our revolving credit agreement on similar terms and subject to similar conditions on a long-term basis prior to its maturity in 2019, there is no assurance that we will be able to refinance with the same terms and conditions.

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Our access to funds under our revolving credit agreement depends on the ability of the syndicate banks to meet their respective funding commitments. Disruptions in the credit and capital markets could adversely affect our ability to draw on our revolving credit agreement and may also adversely affect the determination of interest rates, particularly rates based on LIBOR, which is one of the base rates under our revolving credit agreement. LIBOR is the subject of recent proposals for reform that currently provide for thephase-out of LIBOR by 2021. The consequences of these developments with respect to LIBOR cannot be entirely predicted but could result in an increase in the cost of our debt, as it is currently anticipated that LIBOR will be replaced by lenders with an alternative rate, which may exceed what would have been the comparable LIBOR rate. Disruptions in the credit and capital markets, including a transition away from LIBOR, could also result in increased borrowing costs and/or reduced borrowing capacity under our revolving credit agreement.

Working Capital

Working capital increaseddecreased to $993.0$1,020.6 million at September 30, 2018March 31, 2019 from $920.9$1,084.2 million at December 31, 2017, reflecting higher levels of accounts receivable and inventories,2018. The decrease is primarily duerelated to the seasonalitycurrent portion of our business.lease liabilities recognized as current liabilities as a result of the adoption of the New Lease Standard on January 1, 2019.

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Cash Flows

The following table summarizes our cash flow activity for the nine monthsquarters ended September 30,March 31, 2019 and 2018 and 2017 (in millions):

 

   2018   2017   Change 

Cash flows provided by operating activities

  $70.1   $189.4   $(119.3

Cash flows used in investing activities

  $(22.3  $(77.3  $55.0 

Cash flows used in financing activities

  $(59.8  $(103.0  $43.2 
   2019   2018   Change 

Cash flows provided by (used in) operating activities

  $52.9   $(41.6  $94.5 

Cash flows used in investing activities

  $(4.1  $(3.4  $(0.7

Cash flows (used in) provided by financing activities

  $(54.9  $23.3   $(78.2

The individual items contributing to cash flow changes for the periods presented are detailed in the condensed consolidated unaudited statements of cash flows contained in this Quarterly Report on Form10-Q.

Operating Activities

The decreaseincrease in net cash provided by operating activities was primarily due to the comparative timing of payments for accrued expenses and other current liabilities and higher accounts receivable driven by increased sales volume, partially offset by a lower increase in inventory and higher net income in the 2018 period.2019 versus 2018.

Investing Activities

Net cash used in investing activities was lowerhigher due to the purchase of an ownership interestincrease in RSI for $63.6 millioncapital expenditures in 2017, partially offset by an acquisition for cash consideration of $5.9 million and the purchase of an additional ownership interest in RSI for $3.8 million in 2018.2019.

Financing Activities

The decreaseincrease in net cash used in financing activities was primarily attributable to proceeds borrowed under our revolving credit agreement in the 2018 periodlower borrowing requirements and the purchase of an additional 10% ownership interest in Carrier Enterprise II for $42.7 million in 2017, partially offset by an increase in dividends paid in 2018.2019.

Revolving Credit Agreement

We maintain an unsecured, $500.0 million syndicated multicurrency revolving credit agreement, which we use to fund seasonal working capital needs and for other general corporate purposes, including acquisitions, dividends (if and as declared by our Board of Directors), capital expenditures, stock repurchases and issuances of letters of credit. Effective February 5, 2018, we decreasedThe credit facility has a seasonal component from October 1 to March 31, during which the borrowing capacity under this revolvingmay be reduced to $400.0 million at our discretion (which would effectively reduce fees payable in respect of the unused portion of the commitment). Included in the credit facility are a $100.0 million swingline subfacility, a $10.0 million letter of credit subfacility, a $75.0 million alternative currency borrowing sublimit and an $8.0 million Mexican borrowing sublimit. The credit agreement from $600.0 million to $300.0 million. matures on December 5, 2023.

At September 30, 2018March 31, 2019 and December 31, 2017, $116.42018, $137.5 million and $21.8$135.2 million, respectively, were outstanding under the revolving credit agreement, respectively. The credit agreement matures on July 1, 2019 and accordingly, borrowings outstanding are classified as current liabilities in our condensed consolidated unaudited balance sheet at September 30, 2018. We believe that we will refinance the credit agreement at or prior to its maturity on similar terms and subject to similar conditions.

agreement. The revolving credit agreement contains customary affirmative and negative covenants, including financial covenants with respect to consolidated leverage and interest coverage ratios, and other customary restrictions. We believe we were in compliance with all covenants at September 30,March 31, 2019.

Additionally, at March 31, 2019, $2.3 million of short-term borrowings were outstanding under a credit line established by our Mexican subsidiary. This line of credit has aone-year term, maturing on June 12, 2019, isnon-committed and provides for borrowings of up to approximately $3.9 million (MXN 75.0 million) for general corporate purposes. No short-term borrowings were outstanding under this credit line at December 31, 2018.

Purchase of Additional Ownership Interest in Joint Venture

On February 13, 2017, we purchased an additional 10% ownership interest in Carrier Enterprise II for cash consideration of $42.7 million, which increased our controlling interest in Carrier Enterprise II to 80%. We used borrowings under our revolving credit agreement to finance this acquisition.

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Investment in Unconsolidated Entity

On June 21, 2017, Carrier Enterprise I acquired an approximately 35%a 34.9% ownership interest in RSI, an HVAC distributor operating from 30 locations in the Western U.S. for cash consideration of $63.6 million, of which we contributed $50.9 million, and Carrier contributed $12.7 million. Effective June 29, 2018, Carrier Enterprise I acquired an additional 1.4% ownership interest in RSI, which increased Carrier Enterprise I’s ownership interest in RSI to 36.3%. Total cash consideration of $3.8 million was paid on July 5, 2018, of which we contributed $3.0 million and Carrier contributed $0.8 million. Effective April 22, 2019, Carrier Enterprise I acquired an additional 1.8% ownership interest in RSI, which increased Carrier Enterprise I’s ownership interest in RSI to 38.1% for cash consideration of $4.9 million, of which we contributed $3.9 million and Carrier contributed $1.0 million.

Carrier Enterprise I is a party to a shareholders agreement (the “Shareholders Agreement”) with RSI and its shareholders. Pursuant to the Shareholders Agreement, RSI’s shareholders have the right to sell, and Carrier Enterprise I has the obligation to purchase, their respective shares of RSI for a purchase price determined based on either book value or a multiple of EBIT, the latter of which Carrier Enterprise I used to calculate the price paid for its investment in RSI. RSI’s shareholders may transfer their respective shares of RSI common stock only to members of the Sigler family or to Carrier Enterprise I, and, at any time from and after the date on which Carrier Enterprise I owns 85% or more of RSI’s outstanding common stock, it has the right, but not the obligation, to purchase from RSI’s shareholders the remaining outstanding shares of RSI common stock. At March 31, 2019, the estimated purchase amount we would be contingently liable for was approximately $142.0 million. We believe that our operating cash flows, cash on hand, and funds available for borrowing under our revolving credit agreement will be sufficient to purchase any additional ownership interests in RSI.

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Acquisitions

On August 23, 2018,April 2, 2019, one of our wholly owned subsidiaries acquired Alert Labscertain assets and assumed certain liabilities of Dunphey & Associates Supply Co., Inc., a technology company baseddistributor of air conditioning and heating products operating from seven locations in Ontario, Canada forNew Jersey, New York and Connecticut. The purchase price was composed of cash consideration of $5.9$16.8 million and the issuance of 47,10350,952 shares of Common stock having a fair value of $8.2$7.5 million.

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

Common Stock Dividends

We paid cash dividends of $4.15$1.60 and $3.35$1.25 per share of both Common stock and Class B common stock during the nine monthsquarters ended September 30,March 31, 2019 and 2018, and 2017, respectively. On OctoberApril 1, 2018,2019, our Board of Directors declared a regular quarterly cash dividend of $1.45$1.60 per share of both Common and Class B common stock that was paid on October 31, 2018April 30, 2019 to shareholders of record as of OctoberApril 15, 2018. On October 23, 2018, our Board of Directors approved an increase to the quarterly cash dividend per share of Common and Class B common stock to $1.60 per share from $1.45 per share, beginning with the dividend that will be paid in January 2019. Future dividends and/or changes in dividend rates will beare at the sole discretion of the Board of Directors and will depend upon such factors asincluding, but not limited to, cash flow generated by operations, profitability, financial condition, cash requirements, and future prospects and other factors deemed relevant by our Board of Directors.

At-the-Market Offering Program

In August 2017, we entered into a sales agreement with Robert W. Baird & Co. Inc., which enabled the Company to issue and sell shares of Common stock in one or more negotiated transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), for a maximum aggregate offering amount of up to $250.0 million (the “ATM Program”). The offer and sale of our Common stock pursuant to the ATM Program was registered under the Securities Act pursuant to our automatically effective shelf registration statement on FormS-3 (FileNo. 333-207831).

During the quarter and nine months ended September 30, 2017, we sold 35,000 shares of Common stock under the ATM Program for net proceeds of $5.4 million. Direct costs of $0.3 million incurred in connection with the offering were charged against the proceeds from the sale of Common stock and reflected as a reduction ofpaid-in capital. At September 30, 2017, $244.6 million remained available for sale under the Sales Agreement. As of December 31, 2017, we had completed the offering of shares under the ATM Program. The net proceeds were primarily used to repay outstanding debt and for general corporate purposes.prospects.

Company Share Repurchase Program

In September 1999, our Board of Directors authorized the repurchase, at management’s discretion, of up to 7,500,000 shares of common stock in the open market or via private transactions. Shares repurchased under the program are accounted for using the cost method and result in a reduction of shareholders’ equity. NoWe last repurchased shares were repurchased during the quarters ended September 30, 2018 or 2017.under this plan in 2008. In aggregate, 6,370,913 shares of Common and Class B common stock have been repurchased at a cost of $114.4 million since the inception of the program. At September 30, 2018,March 31, 2019, there were 1,129,087 shares remaining authorized for repurchase under the program.

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ITEM 3.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to the information regarding market risk provided in Item 7A, Quantitative and Qualitative Disclosures about Market Risk, of our Annual Report on Form10-K for the year ended December 31, 2017.2018.

ITEM 4.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule13a-15(e) under the Securities Exchange Act of 1934, as amended (“the Exchange Act”)) that are, among other things, designed to ensure that information required to be disclosed by us under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (“CEO”), Senior Vice President (“SVP”) and Chief Financial Officer (“CFO”), to allow for timely decisions regarding required disclosure and appropriate SEC filings.

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

Changes in Internal Control over Financial Reporting

We are continuously seeking to improve the efficiency and effectiveness of our operations and of our internal controls. This results in refinements to processes throughout the Company. However, there were no changes in internal controls over financial reporting (as such term is defined in Rules13a-15(f) and15d-15(f) under the Exchange Act) during the quarter ended September 30, 2018,March 31, 2019, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.

ITEM 1. LEGAL PROCEEDINGS

Information with respect to this item may be found in Note 1210 to our condensed consolidated unaudited financial statements contained in this Quarterly Report on Form10-Q under the caption “Litigation, Claims and Assessments,” which information is incorporated by reference in this Item 1 of Part II of this Quarterly Report on Form10-Q.

 

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ITEM 1A.

ITEM 1A. RISK FACTORS

Information about risk factors for the quarter ended September 30, 2018March 31, 2019 does not differ materially from that set forth in Part I, Item 1A, of our Annual Report on Form10-K for the year ended December 31, 2017.2018.

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

23Recent Sales of 25

Unregistered Securities


On March 12, 2019, we issued 30,715 shares of our Common stock to our Profit Sharing Retirement Plan & Trusts (the “Plans”) representing the employer match under the Plans for the plan year ended December 31, 2018, without registration. This issuance was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(2) thereof. The Plans are profit sharing retirement plans that are qualified under Section 401 of the Internal Revenue Code of 1986, as amended. The assets of the Plans are held in a single trust fund for the benefit of our employees, and no Plan holds assets for the benefit of the employees of any other employer. All of the contributions to the Plans from our employees have been invested in assets other than our Common stock. We have contributed all of the Common stock held by the Plans as a discretionary matching contribution, which, at the time of contribution, was lower in value than the employee contributions that the contribution matched.

ITEM 6. EXHIBITS

INDEX TO EXHIBITS

EXHIBITS

 

10.1 #Twentieth Amendment dated January 1, 2019 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad.
31.1 #  Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules13a- 15(e) and15d-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 Rules13a-15(e) and15d-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 Rules13a- 15(e) and15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 +  Certification of Chief Executive Officer, Senior Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section  906 of the Sarbanes- Oxley Act of 2002.
101.INS #  XBRL Instance Document.
101.SCH #  XBRL Taxonomy Extension Schema Document.
101.CAL #  XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF #  XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB #  XBRL Taxonomy Extension Label Linkbase Document.
101.PRE #  XBRL Taxonomy Extension Presentation Linkbase Document.

 

#

filed herewith.

+

furnished herewith.

 

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SIGNATURE

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

 

  WATSCO, INC.
  (Registrant)
Date: November 8, 2018May 9, 2019  By: 

/s/ Ana M. Menendez

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

 

 

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