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WATSCO INC - Quarter Report: 2023 June (Form 10-Q)

10-Q

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
10-Q
 
 
 
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 2023
or
 
Transition Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period From
    
    
    
    
to
    
    
    
    
Commission file number
1-5581

 
 
 

WATSCO, INC.
(Exact name of registrant as specified in its charter)
 
 
 
FLORIDA
 
59-0778222
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)

2665 South Bayshore Drive, Suite 901
Miami, FL 33133
 
(Address of principal executive offices, including zip code)
(305) 714-4100
(Registrant’s telephone number, including area code)
 
 
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 value
 
WSO
 
New York Stock Exchange
Class B common stock, $0.50 par value
 
WSOB
 
New York Stock Exchange
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 Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule
12b-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 Rule
12b-2
of the Exchange Act).     Yes  ☐
    No  ☒
The registrant’s common stock outstanding as of August 1, 2023 comprised (i) 33,537,550 shares of Common stock, $0.50 par value per share, excluding 4,778,988 treasury shares and (ii) 5,529,187 shares of Class B common stock, $0.50 par value per share, excluding 48,263 treasury shares.
 
 
 

WATSCO, INC. AND SUBSIDIARIES
 
 
QUARTERLY REPORT ON FORM
10-Q
TABLE OF CONTENTS
 
     Page No.  
  
Item 1.
     
        3  
        4  
        5  
        6  
        8  
        9  
Item 2.
        15  
Item 3.
        24  
Item 4.
        24  
  
Item 1.
        24  
Item 1A.
        24  
Item 5.
        24  
Item 6.
        25  
     26  
EXHIBITS
  
 
 
2

Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
WATSCO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF INCOME
(In thousands, except per share data)
 
     Quarter Ended
June 30,
     Six Months Ended
June 30,
 
     2023      2022      2023      2022  
Revenues
  
$
2,003,084
 
   $ 2,133,755     
$
3,553,725
 
   $ 3,657,325  
Cost of sales
  
 
1,440,462
 
     1,538,222     
 
2,542,946
 
     2,611,434  
    
 
 
    
 
 
    
 
 
    
 
 
 
Gross profit
  
 
562,622
 
     595,533     
 
1,010,779
 
     1,045,891  
Selling, general and administrative expenses
  
 
304,155
 
     314,753     
 
591,212
 
     598,107  
Other income
  
 
7,238
 
     6,317     
 
10,878
 
     10,362  
    
 
 
    
 
 
    
 
 
    
 
 
 
Operating income
  
 
265,705
 
     287,097     
 
430,445
 
     458,146  
Interest expense, net
  
 
3,415
 
     1,110     
 
4,030
 
     1,668  
    
 
 
    
 
 
    
 
 
    
 
 
 
Income before income taxes
  
 
262,290
 
     285,987     
 
426,415
 
     456,478  
Income taxes
  
 
56,887
 
     60,481     
 
90,641
 
     96,082  
    
 
 
    
 
 
    
 
 
    
 
 
 
Net income
  
 
205,403
 
     225,506     
 
335,774
 
     360,396  
Less: net income attributable to
non-controlling
interest
  
 
32,639
 
     32,949     
 
52,937
 
     54,541  
    
 
 
    
 
 
    
 
 
    
 
 
 
Net income attributable to Watsco, Inc.
  
$
172,764
 
   $ 192,557     
$
282,837
 
   $ 305,855  
    
 
 
    
 
 
    
 
 
    
 
 
 
Earnings per share for Common and Class B common stock:
                                   
Basic
  
$
4.43
 
   $ 4.94     
$
7.27
 
   $ 7.86  
    
 
 
    
 
 
    
 
 
    
 
 
 
Diluted
  
$
4.42
 
   $ 4.93     
$
7.25
 
   $ 7.83  
    
 
 
    
 
 
    
 
 
    
 
 
 
See accompanying notes to condensed consolidated unaudited financial statements.
 
3

WATSCO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
 
     Quarter Ended
June 30,
    Six Months Ended
June 30,
 
     2023      2022     2023      2022  
Net income
  
$
205,403
 
   $ 225,506    
$
335,774
 
   $ 360,396  
Other comprehensive income (loss), net of tax Foreign currency translation adjustment
  
 
7,115
 
     (9,381  
 
7,375
 
     (5,000
    
 
 
    
 
 
   
 
 
    
 
 
 
Other comprehensive income (loss)
  
 
7,115
 
     (9,381  
 
7,375
 
     (5,000
    
 
 
    
 
 
   
 
 
    
 
 
 
Comprehensive income
  
 
212,518
 
     216,125    
 
343,149
 
     355,396  
Less: comprehensive income attributable to
non-controlling
interest
  
 
34,974
 
     29,833    
 
55,362
 
     52,871  
    
 
 
    
 
 
   
 
 
    
 
 
 
Comprehensive income attributable to Watsco, Inc.
  
$
177,544
 
   $ 186,292    
$
287,787
 
   $ 302,525  
    
 
 
    
 
 
   
 
 
    
 
 
 
See accompanying notes to condensed consolidated unaudited financial statements.
 
4

WATSCO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED UNAUDITED BALANCE SHEETS
(In thousands, except per share data)
 
     June 30,
2023
    December 31,
2022
 
ASSETS
                
Current assets:
                
Cash and cash equivalents
  
$
162,526
 
  $ 147,505  
Accounts receivable, net
  
 
990,663
 
    747,110  
Inventories, net
  
 
1,689,309
 
    1,370,173  
Other current assets
  
 
40,070
 
    33,951  
    
 
 
   
 
 
 
Total current assets
  
 
2,882,568
 
    2,298,739  
Property and equipment, net
  
 
128,065
 
    125,424  
Operating lease
right-of-use
assets
  
 
334,376
 
    317,314  
Goodwill
  
 
431,592
 
    430,711  
Intangible assets, net
  
 
175,766
 
    175,191  
Investment in unconsolidated entity
  
 
141,082
 
    132,802  
Other assets
  
 
9,562
 
    8,033  
    
 
 
   
 
 
 
    
$
4,103,011
 
  $ 3,488,214  
    
 
 
   
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
                
Current liabilities:
                
Current portion of long-term obligations
  
$
93,099
 
  $ 90,597  
Borrowings under revolving credit agreement
  
 
—  
 
    56,400  
Accounts payable
  
 
602,462
 
    456,128  
Accrued expenses and other current liabilities
  
 
260,438
 
    303,397  
    
 
 
   
 
 
 
Total current liabilities
  
 
955,999
 
    906,522  
    
 
 
   
 
 
 
Long-term obligations:
                
Borrowings under revolving credit agreement
  
 
342,900
 
    —    
Operating lease liabilities, net of current portion
  
 
247,928
 
    232,144  
Finance lease liabilities, net of current portion
  
 
10,975
 
    11,388  
    
 
 
   
 
 
 
Total long-term obligations
  
 
601,803
 
    243,532  
    
 
 
   
 
 
 
Deferred income taxes and other liabilities
  
 
93,159
 
    89,882  
    
 
 
   
 
 
 
Commitments and contingencies
            
Watsco, Inc. shareholders’ equity:
                
Common stock, $0.50 par value
  
 
19,155
 
    19,054  
Class B common stock, $0.50 par value
  
 
2,791
 
    2,757  
Preferred stock, $0.50 par value
  
 
—  
 
    —    
Paid-in
capital
  
 
1,023,147
 
    973,060  
Accumulated other comprehensive loss, net of tax
  
 
(42,760
    (47,710
Retained earnings
  
 
1,121,944
 
    1,029,516  
Treasury stock, at cost
  
 
(86,630
    (87,440
    
 
 
   
 
 
 
Total Watsco, Inc. shareholders’ equity
  
 
2,037,647
 
    1,889,237  
Non-controlling
interest
  
 
414,403
 
    359,041  
    
 
 
   
 
 
 
Total shareholders’ equity
  
 
2,452,050
 
    2,248,278  
    
 
 
   
 
 
 
    
$
4,103,011
 
  $ 3,488,214  
    
 
 
   
 
 
 
See accompanying notes to condensed consolidated unaudited financial statements.
 
5
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, 2022
 
 
38,749,887
 
 
$
21,811
 
 
$
973,060
 
 
$
(47,710
 
$
1,029,516
 
 
$
(87,440
 
$
359,041
 
 
$
2,248,278
 
Net income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
110,073
 
 
 
 
 
 
 
20,298
 
 
 
130,371
 
Other comprehensive income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
170
 
 
 
 
 
 
 
 
 
 
 
90
 
 
 
260
 
Issuances of restricted shares of common
stock
 
 
116,510
 
 
 
58
 
 
 
(58
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
—  
 
Forfeitures of restricted shares of common
stock
 
 
(2,000
 
 
(1
 
 
1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
—  
 
Common stock contribution to 401(k) plan
 
 
35,533
 
 
 
18
 
 
 
8,844
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8,862
 
Stock issuances from exercise of stock
options and employee stock purchase
plan
 
 
75,186
 
 
 
38
 
 
 
12,947
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
12,985
 
Issuance of Class B common stock
 
 
632
 
 
 
  
 
 
 
200
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
200
 
Retirement of common stock
 
 
(21,702
 
 
(11
 
 
(6,441
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(6,452
Share-based compensation
 
 
 
 
 
 
 
 
 
 
8,763
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8,763
 
Cash dividends declared and paid on
Common and Class B common stock,
$
2.45
per share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(94,970
 
 
 
 
 
 
 
 
 
 
(94,970
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balance at March 31, 2023
 
 
38,954,046
 
 
 
21,913
 
 
 
997,316
 
 
 
(47,540
 
 
1,044,619
 
 
 
(87,440
 
 
379,429
 
 
 
2,308,297
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Net income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
172,764
 
 
 
 
 
 
 
32,639
 
 
 
205,403
 
Other comprehensive income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,780
 
 
 
 
 
 
 
 
 
 
 
2,335
 
 
 
7,115
 
Issuances of restricted shares of common
stock
 
 
38,000
 
 
 
19
 
 
 
(19
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
—  
 
Forfeitures of restricted shares of common
stock
 
 
(467
 
 
  
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
—  
 
Stock issuances from exercise of stock

options and employee stock purchase
plan
 
 
30,794
 
 
 
15
 
 
 
5,622
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,637
 
Retirement of common stock
 
 
(1,737
 
 
(1
 
 
(594
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(595
Share-based compensation
 
 
 
 
 
 
 
 
 
 
6,828
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6,828
 
Net proceeds from the sale of Common
stock
 
 
45,000
 
 
 
 
 
 
 
13,994
 
 
 
 
 
 
 
 
 
 
 
810
 
 
 
 
 
 
 
14,804
 
Cash dividends declared and paid on
Common and Class B common stock,
$
2.45
per share
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(95,439
 
 
 
 
 
 
 
 
 
 
(95,439
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balance at June 30, 2023
 
 
39,065,636
 
 
$
21,946
 
 
$
1,023,147
 
 
$
(42,760
 
$
1,121,944
 
 
$
(86,630
 
$
414,403
 
 
$
2,452,050
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Continued on next page.
 
6

(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, 2021
 
 
38,799,632
 
 
$
21,836
 
 
$
1,003,932
 
 
$
(34,176
 
$
760,796
 
 
$
(87,440
 
$
332,467
 
 
$
1,997,415
 
Net income
 
     
 
     
 
     
 
     
 
 
113,298
 
 
     
 
 
21,592
 
 
 
134,890
 
Other comprehensive income
 
     
 
     
 
     
 
 
2,935
 
 
     
 
     
 
 
1,446
 
 
 
4,381
 
Issuances of restricted shares of common stock
 
 
105,882
 
 
 
53
 
 
 
(53
 
     
 
     
 
     
 
     
 
 
—  
 
Common stock contribution to 401(k) plan
 
 
21,532
 
 
 
11
 
 
 
6,726
 
 
     
 
     
 
     
 
     
 
 
6,737
 
Stock issuances from exercise of stock options and employee stock purchase plan
 
 
24,850
 
 
 
12
 
 
 
4,408
 
 
     
 
     
 
     
 
     
 
 
4,420
 
Share-based compensation
 
     
 
     
 
 
8,667
 
 
     
 
     
 
     
 
     
 
 
8,667
 
Cash dividends declared and paid on Common and Class B common stock,
$
1.95
per share
 
     
 
     
 
     
 
     
 
 
(75,795
 
     
 
     
 
 
(75,795
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balance at March 31, 2022
 
 
38,951,896
 
 
 
21,912
 
 
 
1,023,680
 
 
 
(31,241
 
 
798,299
 
 
 
(87,440
 
 
355,505
 
 
 
2,080,715
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Net income
 
     
 
     
 
     
 
     
 
 
192,557
 
 
     
 
 
32,949
 
 
 
225,506
 
Other comprehensive (loss)
 
     
 
     
 
     
 
 
(6,265
 
     
 
     
 
 
(3,116
 
 
(9,381
Issuances of restricted shares of common stock
 
 
21,177
 
 
 
11
 
 
 
(11
 
     
 
     
 
     
 
     
 
 
—  
 
Forfeitures of restricted shares of common stock
 
 
(10,000
 
 
(5
 
 
5
 
 
     
 
     
 
     
 
     
 
 
—  
 
Common stock contribution to 401(k) plan
 
 
28
 
 
 
  
 
 
 
9
 
 
     
 
     
 
     
 
     
 
 
9
 
Stock issuances from exercise of stock options and employee stock purchase plan
 
 
21,939
 
 
 
11
 
 
 
3,796
 
 
     
 
     
 
     
 
     
 
 
3,807
 
Retirement of common stock
 
 
(8,181
 
 
(4
 
 
(2,175
 
     
 
     
 
     
 
     
 
 
(2,179
Share-based compensation
 
     
 
     
 
 
6,987
 
 
     
 
     
 
     
 
     
 
 
6,987
 
Cash dividends declared and paid on
Common and Class B common stock,
$
2.20
per share
 
     
 
     
 
     
 
     
 
 
(85,689
 
     
 
     
 
 
(85,689
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balance at June 30, 2022
 
 
38,976,859
 
 
$
21,925
 
 
$
1,032,291
 
 
$
(37,506
 
$
905,167
 
 
$
(87,440
 
$
385,338
 
 
$
2,219,775
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
See accompanying notes to condensed consolidated unaudited financial statements.
 
7
WATSCO, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS
(In thousands)
 
     Six Months Ended
June 30,
 
     2023     2022  
Cash flows from operating activities:
                
Net income
  
$
335,774
 
 
$
360,396
 
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
                
Depreciation and amortization
  
 
16,615
 
 
 
15,376
 
Share-based compensation
  
 
13,529
 
 
 
14,961
 
Provision for doubtful accounts
  
 
1,405
 
 
 
4,139
 
Deferred income tax provision
  
 
3,442
 
 
 
4,098
 
Other income from investment in unconsolidated entity
  
 
(10,878
 
 
(10,362
Other, net
  
 
8,381
 
 
 
6,853
 
Changes in operating assets and liabilities, net of effects of acquisitions:
                
Accounts receivable, net
  
 
(243,440
 
 
(289,478
Inventories, net
  
 
(313,634
 
 
(366,359
Accounts payable and other liabilities
  
 
103,442
 
 
 
332,217
 
Other, net
  
 
(3,815
 
 
1,231
 
    
 
 
   
 
 
 
Net cash (used in) provided by operating activities
  
 
(89,179
 
 
73,072
 
    
 
 
   
 
 
 
Cash flows from investing activities:
                
Capital expenditures
  
 
(15,831
 
 
(18,952
Business acquisitions, net of cash acquired
  
 
(2,989
 
 
(47
Proceeds from sale of property and equipment
  
 
1,232
 
 
 
111
 
    
 
 
   
 
 
 
Net cash used in investing activities
  
 
(17,588
 
 
(18,888
    
 
 
   
 
 
 
Cash flows from financing activities:
                
Net proceeds under current revolving credit agreement
  
 
342,900
 
    —    
Net proceeds from the sale of Common stock
  
 
15,179
 
    —    
Net proceeds from issuances of Common stock under employee-related plans
  
 
13,827
 
 
 
8,228
 
Payment of fees related to revolving credit agreement
  
 
(580
   
  
 
Net repayments of finance lease liabilities
  
 
(1,795
 
 
(1,437
Repurchases of common stock to satisfy employee withholding tax obligations
  
 
(2,254
 
 
(2,179
Net (repayments) proceeds under prior revolving credit agreement
  
 
(56,400
 
 
114,600
 
Dividends on Common and Class B common stock
  
 
(190,409
 
 
(161,484
    
 
 
   
 
 
 
Net cash provided by (used in) financing activities
  
 
120,468
 
 
 
(42,272
    
 
 
   
 
 
 
Effect of foreign exchange rate changes on cash and cash equivalents
  
 
1,320
 
 
 
(1,131
    
 
 
   
 
 
 
Net increase in cash and cash equivalents
  
 
15,021
 
 
 
10,781
 
Cash and cash equivalents at beginning of period
  
 
147,505
 
 
 
118,268
 
    
 
 
   
 
 
 
Cash and cash equivalents at end of period
  
$
162,526
 
 
$
129,049
 
    
 
 
   
 
 
 
See accompanying notes to condensed consolidated unaudited financial statements.
 
8


WATSCO, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
June 30, 2023
(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 June 30, 2023 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 2022 Annual Report on Form
10-K.
The condensed consolidated unaudited financial statements include the accounts of Watsco, all of its wholly owned subsidiaries, the accounts of four
joint ventures with Carrier Global Corporation, which we refer to as Carrier, in which we have a controlling interest, the accounts of Carrier InterAmerica Corporation, in which we have an 80% controlling interest, and Carrier has a 20%
non-controlling
interest, and our 38.1% investment in Russell Sigler, Inc., which is accounted for under the equity method of accounting. All significant intercompany balances and transactions have been eliminated in consolidation.
The results of operations for the quarter and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023. Sales of residential central air conditioners, heating equipment, and parts and supplies are seasonal. Furthermore, profitability can be impacted favorably or unfavorably based on weather patterns, particularly 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 first and fourth quarters. Demand related to the new construction sectors throughout most of the markets we serve tends to be fairly evenly distributed throughout the year and depends largely on housing completions and related weather and economic conditions.
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 investment in unconsolidated entity in our condensed consolidated unaudited 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 condensed consolidated unaudited 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.
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, net realizable value adjustments to inventories, income taxes, reserves related to loss contingencies and the valuation of goodwill, indefinite-lived intangible assets, and long-lived assets. While we believe that these estimates are reasonable, actual results could differ from such estimates.
 
9


2. 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
June 30,
    Six Months Ended
June 30,
 
     2023     2022     2023     2022  
Primary Geographical Regions:
                                
United States
  
$
1,799,031
 
  $ 1,934,435    
$
3,194,035
 
  $ 3,305,775  
Canada
  
 
107,360
 
    113,159    
 
188,623
 
    202,582  
Latin America and the Caribbean
  
 
96,693
 
    86,161    
 
171,067
 
    148,968  
    
 
 
   
 
 
   
 
 
   
 
 
 
    
$
2,003,084
 
  $ 2,133,755    
$
3,553,725
 
  $ 3,657,325  
    
 
 
   
 
 
   
 
 
   
 
 
 
Major Product Lines:
                                
HVAC equipment
  
 
69
    70  
 
69
    69
Other HVAC products
  
 
27
    26  
 
27
    28
Commercial refrigeration products
  
 
4
    4  
 
4
    3
    
 
 
   
 
 
   
 
 
   
 
 
 
    
 
100
    100  
 
100
    100
    
 
 
   
 
 
   
 
 
   
 
 
 
3. 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
June 30,
     Six Months Ended
June 30,
 
     2023      2022      2023      2022  
Basic Earnings per Share:
                                   
Net income attributable to Watsco, Inc. shareholders
  
$
172,764
 
   $ 192,557     
$
282,837
 
   $ 305,855  
Less: distributed and undistributed earnings allocated to
restricted common stock
  
 
11,933
 
     17,600       
19,341
       27,902  
    
 
 
    
 
 
    
 
 
    
 
 
 
Earnings allocated to Watsco, Inc. shareholders
  
$
160,831
 
   $ 174,957     
$
263,496
 
   $ 277,953  
    
 
 
    
 
 
    
 
 
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted-average common shares outstanding—Basic
  
 
36,304,824
 
     35,403,171     
 
36,249,021
 
     35,376,223  
Basic earnings per share for Common and Class B common
stock
  
$
4.43
 
   $ 4.94     
$
7.27
 
   $ 7.86  
Allocation of earnings for Basic:
                                   
Common stock
  
$
146,511
 
   $ 162,229     
$
239,999
 
   $ 257,716  
Class B common stock
    
14,320
       12,728       
23,497
       20,237  
    
 
 
    
 
 
    
 
 
    
 
 
 
    
$
160,831
 
   $ 174,957     
$
263,496
 
   $ 277,953  
    
 
 
    
 
 
    
 
 
    
 
 
 
Diluted Earnings per Share:
                                   
Net income attributable to Watsco, Inc. shareholders
  
$
172,764
 
   $ 192,557     
$
282,837
 
   $ 305,855  
Less: distributed and undistributed earnings allocated to
restricted common stock
  
 
11,916
 
     17,570       
19,322
       27,856  
    
 
 
    
 
 
    
 
 
    
 
 
 
Earnings allocated to Watsco, Inc. shareholders
  
$
160,848
 
   $ 174,987     
$
263,515
 
   $ 277,999  
    
 
 
    
 
 
    
 
 
    
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted-average common shares outstanding—Basic
  
 
36,304,824
 
     35,403,171     
 
36,249,021
 
     35,376,223  
Effect of dilutive stock options
  
 
125,113
 
     117,992       
117,216
       136,595  
    
 
 
    
 
 
    
 
 
    
 
 
 
Weighted-average common shares outstanding—Diluted
  
 
36,429,937
 
     35,521,163       
36,366,237
       35,512,818  
    
 
 
    
 
 
    
 
 
    
 
 
 
Diluted earnings per share for Common and Class B common
stock
  
$
4.42
 
   $ 4.93     
$
7.25
 
   $ 7.83  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Anti-dilutive stock options not included above
  
 
24,328
 
     185,872     
 
79,271
 
     167,441  
 
10
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 June 30, 2023 and 2022, our outstanding Class B common stock was convertible into 3,232,419 and 2,575,604 shares of our Common stock, respectively.
4. 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 their functional currency.
The change in accumulated other comprehensive loss, net of tax, was as follows:
 
Six Months Ended June 30,
   2023      2022  
Foreign currency translation adjustment:
                 
Beginning balance
  
$
(47,710
)
   $ (34,176 )
Current period other comprehensive income (loss)
  
 
4,950
       (3,330
    
 
 
    
 
 
 
Ending balance
  
$
 
(42,760
  
$
(37,506
    
 
 
    
 
 
 
5. ACQUISITION
Capitol District Supply Co., Inc.
On March 3, 2023, one of our wholly owned subsidiaries acquired Capitol District Supply Co., Inc., a distributor of air conditioning and heating products with annual sales of approximately $13,000, operating from three locations in New York. Consideration for the purchase consisted of $1,282 in cash, net of cash acquired of $144, and $1,851 for repayment of indebtedness.
The results of operations of this acquisition have been included in the condensed consolidated unaudited financial statements from its date of acquisition. The pro forma effect of this acquisition was not deemed significant to the condensed consolidated unaudited financial statements.
6. DEBT
On March 16, 2023, we entered into an unsecured, five-year $600,000 syndicated multicurrency revolving credit agreement, which replaced in its entirety our prior five-year $560,000 unsecured revolving credit agreement that was nearing maturity. Proceeds from the new facility were used to repay the $235,500 outstanding under the prior facility. Additional proceeds may be used for, among other things, funding seasonal working capital needs and 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. The revolving credit facility has a seasonal component from October 1 to March 31, during which the borrowing capacity may be reduced to $500,000 at our discretion (which effectively reduces fees payable in respect of the unused portion of the commitment). Included in the revolving credit facility are a $125,000 swingline loan sublimit, a $10,000 letter of credit sublimit, a $75,000 alternative currency borrowing sublimit, and an $10,000 Mexican borrowing subfacility. The credit agreement matures on March 16, 2028.
Borrowings under the revolving credit facility bear interest at either Term Secured Overnight Financing Rate (“SOFR”) or Daily Simple SOFR-based rates plus 0.10%, plus a spread which ranges from 100.0 to 137.5 basis-points (Term SOFR and Daily Simple SOFR plus 100.0 basis-points at June 30, 2023), depending on our ratio of total debt to EBITDA, or on rates based on the highest of the Federal Funds Effective Rate plus 0.5%, the Prime Rate or Term SOFR plus 1.0%, in each case plus a spread which ranges from 0 to 50.0 basis-points (0 basis-points at June 30, 2023), depending on our ratio of total debt to EBITDA. We pay a variable commitment fee on the unused portion of the commitment under the revolving credit agreement, ranging from 12.5 to 27.5 basis-points (12.5 basis-points at June 30, 2023). We paid fees of $580 in connection with entering into the revolving credit agreement, which are being amortized ratably through the maturity of the facility in March 2028.
At June 30, 2023, $342,900 was outstanding under the revolving credit 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 June 30, 2023.
7. 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.
 
11

Derivatives Not Designated as Hedging Instruments
We have 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 June 30, 2023 was $18,800, and such contracts expired in July 2023.
We recognized losses of $1,658 and $52 from foreign currency forward and option contracts not designated as hedging instruments in our condensed consolidated unaudited statements of income for the quarters ended June 30, 2023 and 2022, respectively. We recognized losses of $2,052 and $375 from foreign currency forward and option contracts not designated as hedging instruments in our condensed consolidated unaudited statements of income for the six months ended June 30, 2023 and 2022, respectively.
The following table summarizes the fair value of derivative instruments, which consist solely of foreign exchange contracts, included in other current assets in our condensed consolidated unaudited balance sheets. See Note 8.
 
    
Asset Derivatives
    
Liability Derivatives
 
    
June 30, 2023
    
December 31, 2022
    
June 30, 2023
    
December 31, 2022
 
Derivatives designated as hedging instruments
  
$
—  
 
   $ —       
$
—  
 
   $ —    
Derivatives not designated as hedging instruments
  
 
9
 
     —       
 
—  
 
     —    
    
 
 
    
 
 
    
 
 
    
 
 
 
Total derivative instruments
  
$
9
 
   $ —       
$
—  
 
   $ —    
    
 
 
    
 
 
    
 
 
    
 
 
 
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 June 30, 2023 Using
 
  
Balance Sheet Location
 
  
Level 1
 
  
Level 2
 
  
Level 3
 
Assets:
                                            
Derivative financial instruments
     Other current assets     
$
9
 
  
 
—  
 
  
$
9
 
  
 
—  
 
Equity securities
     Other assets     
$
779
 
  
$
779
 
  
 
—  
 
  
 
—  
 
Private equities
     Other assets     
$
1,000
 
  
 
—  
 
  
 
—  
 
  
$
1,000
 
       
            Total      Fair Value Measurements
at December 31, 2022 Using
 
   Balance Sheet Location      Level 1      Level 2      Level 3  
Assets:
                                            
Equity securities
     Other assets      $ 678      $ 678        —          —    
Private equities
     Other assets      $ 1,000        —          —        $ 1,000  
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:
Derivative financial instruments
– these derivatives are foreign currency forward and option contracts. See Note 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.
Equity securities
– these 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.
Private equities
– other investment in which fair value inputs are unobservable and are therefore classified within Level 3 of the fair value hierarchy.
 
1
2

9. SHAREHOLDERS’ EQUITY
At-the-Market
Offering Program
On February 25, 2022, we entered into an amended and restated sales agreement with Robert W. Baird & Co. Inc. and Goldman Sachs & Co. LLC, which enables the Company to issue and sell shares of Common stock in one or more negotiated transactions or 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 $300,000 (the “ATM Program”). The offer and sale of our Common stock pursuant to the ATM Program has been registered under the Securities Act pursuant to our automatically effective shelf registration statement on Form
S-3
(File
No. 333-260758).
During the quarter and six months ended June 30, 2023, we
 issued and
 
sold 45,000 shares of Common stock under the ATM Program for net proceeds of $15,179. Direct costs of $375 incurred in connection with the offering were charged against the proceeds from the sale of Common stock and reflected as a reduction of
paid-in
capital. At June 30, 2023, $284,745 remained available for sale under the ATM Program.
Common Stock Dividends
We paid cash dividends of $2.45, $2.20, $4.90, and $4.15 per share on both Common and Class B common stock during the quarters and six months ended June 30, 2023 and 2022, respectively.
Restricted Stock
During the six months ended June 30, 2023, a total of 6,047 shares of Common and Class B common stock with an aggregate fair market value of $1,664 were withheld as payment in lieu of cash to satisfy tax withholding obligations in connection with the vesting of restricted stock. These shares were retired upon delivery. During the quarter and six months ended June 30, 2022, 8,181 shares of Class B common stock with an aggregate fair market value of $2,179 were withheld as payment in lieu of cash to satisfy tax withholding obligations in connection with the vesting of restricted stock. These shares were retired upon delivery.
Exercise of Stock Options
Cash received from the exercise of stock options during the quarters and six months ended June 30, 2023 and 2022, was $4,526, $3,267, $12,694, and $7,222, respectively.
During the quarter and six months ended June 30, 2023, 1,737 shares of Common stock with an aggregate fair market value of $595, and 17,392 shares of Common stock with an aggregate fair market value of $5,383, respectively, were withheld as payment in lieu of cash for stock option exercises. These shares were retired upon delivery.
Employee Stock Purchase Plan
During the quarters ended June 30, 2023 and 2022, we received net proceeds of $554 and $541, respectively, for shares of our Common stock purchased under our employee stock purchase plan. During the six months ended June 30, 2023 and 2022, we received net proceeds of $1,133 and $1,006, respectively, for shares of our Common stock purchased under our employee stock purchase plan.
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 several 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 $10,961 and $12,256 at June 30, 2023 and December 31, 2022, 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
P
urchases from Carrier and its affiliates comprised 66% and 60% of all inventory purchases made during
th
e quarters ended June 30, 2023 and 2022, respectively. Purchases from Carrier and its affiliates comprised 65% and 58% of all inventory purchases made during the six months ended June 30, 2023 and 2022, respectively. At June 30, 2023 and December 31, 2022, approximately $214,000 and $88,000, respectively, was payable to Carrier and its affiliates, net of receivables. We also sell HVAC products to Carrier and its affiliates. Revenues in our condensed consolidated unaudited statements of income for the quarters and six months ended June 30, 2023 and 2022 included approximately $32,000, $29,000, $54,000, and $50,000, respectively, of sales to Carrier and its affiliates. We believe these transactions are conducted on terms equivalent to an
arm’s-length
basis in the ordinary course of business.
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-related legal services. During the quarters and six months ended June 30, 2023 and 2022, fees for services performed were $58, $97, $71 and $129, respectively, and $25 and $1 was payable at June 30, 2023 and December 31, 2022, respectively.
 
1
4

 
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This Quarterly Report on Form
10-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:
 
   
general economic conditions, both in the United States and in the international markets we serve;
 
   
competitive factors within the HVAC/R industry;
 
   
effects of supplier concentration, including conditions that impact the supply chain;
 
   
fluctuations in certain commodity costs;
 
   
consumer spending;
 
   
consumer debt levels;
 
   
the resurgence of the
COVID-19
pandemic;
 
   
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;
 
   
the effect of inflation;
 
   
foreign currency exchange rate fluctuations;
 
   
international risk;
 
   
cybersecurity risk; and
 
   
the continued viability of our business strategy.
 
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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 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 “Economic and Marketplace Dynamics” in the discussion below, Item 1A “Risk Factors” of our Annual Report on Form
10-K
for the year ended December 31, 2022, 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.
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 Form
10-Q.
In addition, reference should be made to our audited consolidated financial statements and notes thereto, and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form
10-K
for the year ended December 31, 2022.
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 June 30, 2023, we operated from 673 locations in 42 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 we operate under
non-cancelable
operating leases.
Sales of residential central air conditioners, heating equipment, and parts and supplies are seasonal. Furthermore, profitability can be impacted favorably or unfavorably based on weather patterns, particularly 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 first and fourth quarters. Demand related to the new construction sectors throughout most of the markets we serve tends to be fairly evenly distributed throughout the year and depends largely on housing completions and related weather and economic conditions.
Climate Change and Reductions in CO
2
e Emissions
We believe that our business plays an important and significant role in the drive to lower CO
2
e emissions. According to the United States Department of Energy, heating and air conditioning accounts for roughly half of household energy consumption in the United States. As such, replacing older, less efficient HVAC systems with higher efficiency systems is one of the most meaningful steps homeowners can take to reduce their electricity costs and carbon footprints.
The overwhelming majority of new HVAC systems that we sell replace systems that likely operate below current minimum efficiency standards in the United States and may use more harmful refrigerants that have been, or are being,
phased-out. As
consumers replace HVAC systems with new, higher-efficiency systems, homeowners will consume less energy, save costs, and reduce their carbon footprints.
The sale of high-efficiency systems has long been a focus of ours, and we have invested in tools and technology intended to capture an increasingly richer sales mix over time. In addition, regulatory mandates will likely periodically increase the required minimum Seasonal Energy Efficiency Ratio rating, referred to as SEER, thus providing a catalyst for greater sales of higher-efficiency systems. Recently enacted regulations increased the current minimum SEER beginning in 2023 (generally, to 14 SEER from 13 SEER in the Northern U.S. and to 15 SEER from 14 SEER for the Southern U.S.).
We offer a broad variety of systems that operate above the minimum SEER standards, ranging from base-level efficiency to systems that exceed 20 SEER. Based on estimates validated by independent sources, we averted an estimated 17.4 million metric tons of CO
2
e emissions from January 1, 2020 to June 30, 2023 through the sale of replacement residential HVAC systems at higher-efficiency standards.
Federal Tax Credits and State Incentives
Demand for higher-efficiency products, such as variable-speed systems and heat pumps, is expected to increase due to the passage of the U.S. Inflation Reduction Act of 2022 (the “IRA”) in August 2022. This legislation is intended, in part, to promote the replacement of existing systems in favor of high-efficiency heat pump systems that reduce greenhouse gas emissions, as compared to older systems, and thereby combat climate change. Programs under the IRA include enhanced tax credits for homeowners who install qualifying HVAC equipment and tax deductions for owners of commercial buildings that are upgraded to achieve defined energy
 
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Table of Contents
savings. The IRA also sets aside $4.3 billion for state-administered consumer rebate programs designed to promote energy savings for low and medium-income households, including HVAC systems. Further details, including qualifying products, specific programs, and other regulatory requirements contemplated by the IRA are being determined and are expected to be launched during 2023.
Economic and Marketplace Dynamics
The global economic recovery from the
COVID-19
pandemic has included challenges such as
inflationary
pressure and supply chain disruptions. Certain of our manufacturers and suppliers continue to experience some level of supply chain disruptions caused by reduced component availability, labor shortages, transportation delays, and other logistical challenges, resulting in longer lead times and constrained availability of HVAC/R products. These challenges were exacerbated by the regulatory transition to higher SEER products that became effective in 2023. Revenues for the first half of 2023 reflected temporary production and availability delays by one of our primary OEM partners. We estimate that revenues were negatively impacted by approximately 4% both during the quarter and six months ended June 30, 2023, in each case due to constrained availability of inventory. Our OEMs are working to improve their supply chains and product availability in order to help us meet our customers’ needs.
We cannot estimate the future impact of supply chain disruptions to the extent that these disruptions become more pronounced than current conditions. We continue to take proactive steps to limit the impact of these disruptions and are working closely with our suppliers to ensure the availability of products. Also, we continue to actively monitor the situation and may take further actions that alter our business.
Critical Accounting Estimates
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 Form
10-Q,
which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these condensed consolidated unaudited 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 estimates are included in our Annual Report on Form
10-K
for the year ended December 31, 2022, as filed with the SEC on February 24, 2023. We believe that there have been no significant changes during the quarter ended June 30, 2023 to the critical accounting estimates disclosed in our Annual Report on Form
10-K
for the year ended December 31, 2022.
 
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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 and six months ended June 30, 2023 and 2022:
 
     Quarter
Ended June 30,
    Six Months
Ended June 30,
 
     2023     2022     2023     2022  
Revenues
  
 
100.0
    100.0  
 
100.0
    100.0
Cost of sales
  
 
71.9
 
    72.1    
 
71.6
 
    71.4  
    
 
 
   
 
 
   
 
 
   
 
 
 
Gross profit
  
 
28.1
 
    27.9    
 
28.4
 
    28.6  
Selling, general and administrative expenses
  
 
15.2
 
    14.8    
 
16.6
 
    16.4  
Other income
  
 
0.4
 
    0.3    
 
0.3
 
    0.3  
    
 
 
   
 
 
   
 
 
   
 
 
 
Operating income
  
 
13.3
 
    13.5    
 
12.1
 
    12.5  
Interest expense, net
  
 
0.2
 
    0.1    
 
0.1
 
    0.0  
    
 
 
   
 
 
   
 
 
   
 
 
 
Income before income taxes
  
 
13.1
 
    13.4    
 
12.0
 
    12.5  
Income taxes
  
 
2.8
 
    2.8    
 
2.6
 
    2.6  
    
 
 
   
 
 
   
 
 
   
 
 
 
Net income
  
 
10.3
 
    10.6    
 
9.4
 
    9.9  
Less: net income attributable to
non-controlling
interest
  
 
1.6
 
    1.5    
 
1.5
 
    1.5  
    
 
 
   
 
 
   
 
 
   
 
 
 
Net income attributable to Watsco, Inc.
  
 
8.6
    9.0  
 
8.0
    8.4
    
 
 
   
 
 
   
 
 
   
 
 
 
Note: Due to rounding, percentages may not total 100.
The following narratives reflect our acquisition of Capitol District Supply Co., Inc. (“Capitol”) in March 2023. We did not acquire any businesses during the quarter ended June 30, 2023 or the quarter or six months ended June 30, 2022.
In the following narratives, computations and other information referring to “same-store basis” exclude the effects of locations closed, acquired, or locations opened, in each case during the immediately preceding 12 months, unless such locations are within close geographical proximity to existing locations. At June 30, 2023 and 2022, four and nine locations, respectively, that we opened during the immediately preceding 12 months were near 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 June 30, 2023:
 
    
Number of

Locations
 
June 30, 2022
     673  
Opened
     4  
Closed
     (4
    
 
 
 
December 31, 2022
     673  
Opened
     3  
Acquired
     3  
Closed
     (6
    
 
 
 
June 30, 2023
  
 
673
 
    
 
 
 
Second Quarter of 2023 Compared to Second Quarter of 2022
Revenues
 
    
Quarters Ended June 30,
               
(in millions)
   2023      2022      Change  
Revenues
  
$
2,003.1
 
   $ 2,133.8      $ (130.7      (6 %) 
The decrease in revenues for the second quarter of 2023 included $2.4 million from locations closed, offset by $3.6 million attributable to new locations acquired and $3.1 million from other locations opened during the preceding 12 months.
 
    
Quarters Ended June 30,
               
(in millions)
   2023      2022      Change  
Same-store sales
  
$
1,996.3
 
   $ 2,131.3      $ (135.0      (6 %) 
 
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The following table presents our revenues, as a percentage of sales, by major product lines and the related percentage change in revenues from the prior period:
 
     % of Sales     % Change  
     2023     2022     2023     2022  
HVAC equipment
  
 
69
    70  
 
(8
%) 
    19
Other HVAC products
  
 
27
    26  
 
(7
%) 
    23
Commercial refrigeration products
  
 
4
    4  
 
1
    26
HVAC equipment sales reflect a 12% decrease in residential products, which is composed of unitary compressor-bearing systems, furnaces, and other indoor components, (13% decrease in U.S. markets and a 2% decrease in international markets) and an 18% increase in sales of commercial HVAC equipment (17% increase in U.S. markets and a 22% increase in international markets). Domestic sales of unitary compressor-bearing systems declined 12%, reflecting a 21% decrease in units and a 9% increase in average selling price.
Gross Profit
 
     Quarters Ended June 30,               
(in millions)
   2023     2022     Change  
Gross profit
  
$
562.6
 
  $ 595.5     $ (32.9      (6%
Gross margin
  
 
28.1
    27.9     
Gross profit margin improved 20 basis-points primarily due to the timing of price increases in 2023 as compared to the same period in 2022.
Selling, General and Administrative Expenses
 
     Quarters Ended June 30,               
(in millions)
   2023     2022     Change  
Selling, general and administrative expenses
  
$
304.2
 
  $ 314.8     $ (10.6      (3%
Selling, general and administrative expenses as a percentage of revenues
  
 
15.2
    14.8     
Selling, general and administrative expenses for the second quarter of 2023 decreased primarily due to lower revenues. On a same-store basis, selling, general and administrative expenses decreased 4% as compared to 2022, primarily due to decreased variable costs commensurate with decreased revenues.
Other Income
Other income of $7.2 million and $6.3 million for the second quarters of 2023 and 2022, respectively, represents our share of the net income of Russell Sigler, Inc. (“RSI”), in which we have a 38.1% equity interest.
Interest Expense, Net
  
Interest expense, net for the second quarter of 2023 increased $2.3 million, or 208%, primarily due to a higher effective interest rate and higher average borrowings under our revolving credit facility for the 2023 period as compared to the same period in 2022.
Income Taxes
 
     Quarters Ended June 30,               
(in millions)
   2023     2022     Change  
Income taxes
  
$
56.9
 
  $ 60.5     $ (3.6      (6%
Effective income tax rate
  
 
24.6
    23.8     
Income taxes represent a composite of the income taxes attributable to our wholly owned operations and income taxes attributable to our joint ventures with Carrier Global Corporation (“Carrier”), which are primarily taxed as partnerships for income tax purposes; therefore, Carrier is responsible for its proportionate share of income taxes attributable to its share of earnings from these joint ventures. The increase in the effective income tax rate was primarily due to higher state income taxes and lower share-based compensation deductions in 2023 as compared to the same period in 2022.
 
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Net Income Attributable to Watsco, Inc.
Net income attributable to Watsco, Inc. for the quarter ended June 30, 2023 decreased $19.8 million, or 10%, compared to the same period in 2022. The decrease was primarily driven by lower revenues and gross profit and higher interest expense, net, partially offset by lower selling, general and administrative expenses, higher other income, and lower income taxes.
First Half of 2023 Compared to First Half of 2022
Revenues
 
     Six Months Ended June 30,                
(in millions)
   2023      2022      Change  
Revenues
  
$
3,553.7
 
   $ 3,657.3      $ (103.6      (3 %) 
The decrease in revenues for the first half of 2023 included $4.0 million from locations closed, offset by $4.7 million attributable to new locations acquired and $6.3 million from other locations opened during the preceding 12 months.
 
     Six Months Ended June 30,                
(in millions)
   2023      2022      Change  
Same-store sales
  
$
3,542.7
 
   $ 3,653.3      $ (110.6      (3 %) 
The following table presents our revenues, as a percentage of sales, by major product lines and the related percentage change in revenues from the prior period:
 
     % of Sales     % Change  
     2023     2022     2023     2022  
HVAC equipment
  
 
69
    69  
 
(4
%) 
    24
Other HVAC products
  
 
27
    28  
 
(5
%) 
    27
Commercial refrigeration products
  
 
4
    3  
 
6
    30
HVAC equipment sales reflect a 9% decrease in residential products, which is composed of unitary compressor-bearing systems, furnaces, and other indoor components, (9% decrease in U.S. markets and a 4% decrease in international markets) and a 21% increase in sales of commercial HVAC equipment (21% increase in U.S. markets and a 21% increase in international markets). Domestic sales of unitary compressor-bearing systems declined 7%, reflecting a 16% decrease in units and a 9% increase in average selling price.
Gross Profit
 
     Six Months Ended June 30,               
(in millions)
   2023     2022     Change  
Gross profit
  
$
1,010.8
 
  $ 1,045.9     $ (35.1      (3%
Gross margin
  
 
28.4
    28.6     
Gross profit margin declined 20 basis-points primarily due to less beneficial pricing actions taken by our HVAC equipment suppliers in 2023 as compared to the same period in 2022.
Selling, General and Administrative Expenses
 
     Six Months Ended June 30,               
(in millions)
   2023     2022     Change  
Selling, general and administrative expenses
  
$
591.2
 
  $ 598.1     $ (6.9      (1%
Selling, general and administrative expenses as a percentage of revenues
  
 
16.6
    16.4     
Selling, general and administrative expenses for the first half of 2023 decreased primarily due to lower variable costs commensurate with the decline in revenues.
 
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Other Income
Other income of $10.9 million and $10.4 million for the first half of 2023 and 2022, respectively, represents our share of the net income of RSI, in which we have a 38.1% equity interest.
Interest Expense, Net
  
Interest expense, net for the first half of 2023 increased $2.4 million, or 142%, primarily due to a higher effective interest rate, partially offset by lower average outstanding borrowings, in each case under our revolving credit facility, for the 2023 period as compared to the same period in 2022.
Income Taxes
 
     Six Months Ended June 30,               
(in millions)
   2023     2022     Change  
Income taxes
  
$
90.6
 
  $ 96.1     $ (5.5      (6 %) 
Effective income tax rate
  
 
24.1
    23.8     
Income taxes represent a composite of the income taxes attributable to our wholly owned operations and income taxes attributable to our joint ventures with Carrier Global Corporation (“Carrier”), which are primarily taxed as partnerships for income tax purposes; therefore, Carrier is responsible for its proportionate share of income taxes attributable to its share of earnings from these joint ventures. The increase in the effective income tax rate was primarily due to higher state income taxes partially offset by higher share-based compensation deductions in 2023 as compared to the same period in 2022.
Net Income Attributable to Watsco, Inc.
Net income attributable to Watsco, Inc. for the first half of 2023 decreased $23.0 million, or 8%, compared to the same period in 2022. The decrease was primarily driven by lower revenues and gross profit and higher interest expense, net, partially offset by lower selling, general and administrative expenses, higher other income, and lower income taxes.
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 in the short-term and the long-term, including dividend payments (if and as 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 the issuance and sale of our Common stock.
As of June 30, 2023, we had $162.5 million of cash and cash equivalents, of which $116.2 million was held by foreign subsidiaries. The repatriation of cash balances from our foreign subsidiaries could have adverse tax impacts or be subject to capital controls; however, these balances are generally available to fund the ordinary business operations of our foreign subsidiaries without legal restrictions.
We believe that our operating cash flows, cash on hand, funds available for borrowing under our revolving credit agreement, and funds available from sales of our Common stock under our ATM Program (as defined below), each of which is described below, will be sufficient to meet our liquidity needs for the foreseeable future. However, there can be no assurance that our current sources of available funds will be sufficient to meet our cash requirements.
Our access to funds under our 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 the Secured Overnight
 
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Financing Rate (“SOFR”), which is one of the base rates under our revolving credit agreement. SOFR has limited historical data and is a secured lending rate, which could give rise to uncertainties and volatility in the benchmark rates. Additionally, disruptions in the credit and capital markets could also result in increased borrowing costs or reduced borrowing capacity under our revolving credit agreement.
Working Capital
Working capital increased to $1,926.6 million at June 30, 2023 from $1,392.2 million at December 31, 2022, due to: (i) higher inventory balances driven by the seasonal
ramp-up
in inventories in connection with our selling season, new inventory requirements pertaining to the transition to higher minimum efficiency levels for residential HVAC systems that went into effect on January 1, 2023, greater inventory carry as a consequence of various supply chain disruptions, and inflation; (ii) higher accounts receivable due to the seasonality of our business; and (iii) the classification of borrowings under our revolving credit agreement as long-term at June 30, 2023, which were offset by an increase in accounts payable consistent with the change in inventory.
Cash Flows
The following table summarizes our cash flow activity for the six months ended June 30, 2023 and 2022 (in millions):
 
    
2023
    
2022
    
Change
 
Cash flows (used in) provided by operating activities
  
$
(89.2
   $ 73.1      $ (162.3
Cash flows used in investing activities
  
$
(17.6
   $ (18.9    $ 1.3  
Cash flows provided by (used in) financing activities
  
$
120.5
 
   $ (42.3    $ 162.8  
The individual items contributing to cash flow changes for the periods presented are detailed in the condensed consolidated unaudited statements of cash flows contained in this Quarterly Report on Form
10-Q.
Operating Activities
The decrease in net cash provided by operating activities was primarily due to the timing of vendor payments and lower net income in 2023 as compared to 2022, partially offset by the timing of collections and inventory purchases.
Investing Activities
Net cash used in investing activities was lower primarily due to lower capital expenditures and higher proceeds from the sale of property and equipment partially offset by cash consideration paid for our acquisition of Capitol in 2023.
Financing Activities
Net cash provided by financing activities increased primarily due to higher borrowings under our revolving credit agreement and proceeds from the sale of Common stock used for repayments under our revolving credit agreement, partially offset by an increase in dividends paid in 2023.
Revolving Credit Agreement
On March 16, 2023, we entered into an unsecured, five-year $600.0 million syndicated multicurrency revolving credit agreement, which replaced in its entirety our prior five-year $560.0 million unsecured revolving credit agreement that was nearing maturity. Proceeds from the new facility were used to repay the $235.5 million outstanding under the prior facility. Additional proceeds may be used for, among other things, funding 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. The revolving credit facility has a seasonal component from October 1 to March 31, during which the borrowing capacity may be reduced to $500.0 million at our discretion (which effectively reduces fees payable in respect of the unused portion of the commitment). Included in the revolving credit facility are a $125.0 million swingline loan sublimit, a $10.0 million letter of credit sublimit, a $75.0 million alternative currency borrowing sublimit, and an $10.0 million Mexican borrowing subfacility. The credit agreement matures on March 16, 2028.
Borrowings under the revolving credit facility bear interest at either Term SOFR or Daily Simple SOFR-based rates plus 0.10%, plus a spread which ranges from 100.0 to 137.5 basis-points (Term SOFR and Daily Simple SOFR plus 100.0 basis-points at June 30, 2023), depending on our ratio of total debt to EBITDA, or on rates based on the highest of the Federal Funds Effective Rate plus 0.5%, the Prime Rate or Term SOFR plus 1.0%, in each case plus a spread which ranges from 0 to 50.0 basis-points (0 basis-points at June 30, 2023), depending on our ratio of total debt to EBITDA. We pay a variable commitment fee on the unused portion of the commitment under the revolving credit agreement, ranging from 12.5 to 27.5 basis-points (12.5 basis-points at June 30, 2023). We paid fees of $0.6 million in connection with entering into the revolving credit agreement, which are being amortized ratably through the maturity of the facility in March 2028.
 
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At June 30, 2023, $342.9 million was outstanding under the revolving credit 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 June 30, 2023.
At-the-Market
Offering Program
On February 25, 2022, we entered into an amended and restated sales agreement with Robert W. Baird & Co. Inc. and Goldman Sachs & Co. LLC, which enables the Company to issue and sell shares of Common stock in one or more negotiated transactions or 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 $300.0 million (the “ATM Program”). The offer and sale of our Common stock pursuant to the ATM Program has been registered under the Securities Act pursuant to our automatically effective shelf registration statement on Form
S-3
(File
No. 333-260758).
During the quarter and six months ended June 30, 2023, we issued and sold 45,000 shares of Common stock under the ATM Program for net proceeds of $15.2 million. Direct costs of $0.4 million incurred in connection with the offering were charged against the proceeds from the sale of Common stock and reflected as a reduction of
paid-in
capital. At June 30, 2023, $284.7 million remained available for sale under the ATM Program.
Investment in Unconsolidated Entity
Carrier Enterprise I, one of our joint ventures with Carrier, in which we have an 80% controlling interest, has a 38.1% ownership interest in RSI, an HVAC distributor operating from 34 locations in the Western U.S. Our proportionate share of the net income of RSI is included in other income in our condensed consolidated unaudited statements of income.
Carrier Enterprise I is a party to a shareholders’ agreement (the “Shareholders’ Agreement”) with RSI and its shareholders, consisting of five Sigler second generation family siblings and their affiliates, who collectively own 55.8% of RSI (the “RSI Majority Holders”) and certain next-generation Sigler family members and an employee, who collectively own 3.1% of RSI (the “RSI Minority Holders” and, together with the RSI Majority Holders, the “RSI Shareholders”). Pursuant to the Shareholders’ Agreement, the RSI 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 the higher of book value or a multiple of EBIT, the latter of which Carrier Enterprise I used to calculate the price for its 38.1% investment held in RSI. The RSI 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 the RSI Shareholders the remaining outstanding shares of RSI common stock. At June 30, 2023, using the criteria set forth in the Shareholders’ Agreement, the valuation of the RSI Shareholders’ RSI common stock was approximately $374.0 million. In July 2023, the Company, Carrier Enterprise I and the RSI Majority Holders entered into an agreement that (1) provides Carrier Enterprise I the discretion, but not the obligation, to fund up to 80% of any purchase from the RSI Majority Holders of their RSI shares, as required under the Shareholders’ Agreement, using Watsco Common stock, (2) provides that any such Watsco common stock actually issued would be valued based on the average volume-weighted average price of the Watsco Common stock for the ten trading days immediately preceding the payment date for the applicable RSI shares and (3) limits the amount of RSI shares that may be collectively sold by the RSI Majority Holders to Carrier Enterprise I under the Shareholders’ Agreement to $125.0 million during any rolling 12-month period. We believe that our operating cash flows, cash on hand, funds available for borrowing under our revolving credit agreement, or use of the ATM Program would be sufficient to purchase any additional ownership interests in
RSI
.
Acquisitions
On March 3, 2023, one of our wholly owned subsidiaries acquired Capitol, a distributor of air conditioning and heating products with annual sales of approximately $13.0 million, operating from three locations in New York. Consideration for the purchase consisted of $1.3 million in cash, net of cash acquired of $0.1 million, and $1.8 million for repayment of indebtedness.
We continually evaluate potential acquisitions and/or joint ventures and investments in unconsolidated entities. We routinely hold discussions with several 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 $4.90 and $4.15 per share of Common stock and Class B common stock during the six months ended June 30, 2023 and 2022, respectively. On July 3, 2023, our Board of Directors declared a regular quarterly cash dividend of $2.45 per share of both Common and Class B common stock that was paid on July 31, 2023 to shareholders of record as of July 17, 2023. Future dividends and changes in dividend rates are at the sole discretion of the Board of Directors and depend upon factors including, but not limited to, cash flow generated by operations, profitability, financial condition, cash requirements, and future 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. We last repurchased shares 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 June 30, 2023, there were 1,129,087 shares remaining authorized for repurchase under the program. The IRA includes, among other provisions, a 1% excise tax on stock repurchases effective January 1, 2023. In considering any further stock repurchases under our repurchase program, we intend to evaluate the impact of the IRA’s 1% excise tax.
 
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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 Form
10-K
for the year ended December 31, 2022.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule
13a-15(e)
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are, among other things, designed to ensure that information required to be disclosed by us under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (“CEO”), Executive Vice President (“EVP”) 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, EVP 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, EVP and CFO concluded that our disclosure controls and procedures were effective, at a reasonable assurance level, at and as of such date.
Changes in Internal Control over Financial Reporting
We are continuously seeking to improve the efficiency and effectiveness of our operations and of our internal controls. This results in refinements to processes throughout the Company. However, there were no changes in internal controls over financial reporting (as such term is defined in Rules
13a-15(f)
and
15d-15(f)
under the Exchange Act) during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Information with respect to this item may be found in Note 10 to our condensed consolidated unaudited financial statements contained in this Quarterly Report on Form
10-Q
under the caption “Litigation, Claims, and Assessments,” which information is incorporated by reference in this Item 1 of Part II of this Quarterly Report on Form
10-Q.
ITEM 1A. RISK FACTORS
Information about risk factors for the quarter ended June 30, 2023 does not differ materially from that set forth in Part I, Item 1A of our Annual Report on Form
10-K
for the year ended December 31, 2022.
ITEM 5. OTHER INFORMATION
During the quarter ended June 30, 2023,
none
of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule
10b5-1(c)
under the Exchange Act or any
“non-Rule
10b5-1
trading arrangement”, as defined in Item 408 of Regulation
S-K.
As previously reported, Carrier Enterprise I is a party to a shareholders’ agreement (the “Shareholders’ Agreement”) with RSI and its shareholders, consisting of five Sigler second generation family siblings and their affiliates, who collectively own 55.8% of RSI (the “RSI Majority Holders”) and certain next-generation Sigler family members and an employee, who collectively own 3.1% of RSI (the “RSI Minority Holders” and, together with the RSI Majority Holders, the “RSI Shareholders”). Pursuant to the Shareholders’ Agreement, the RSI 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 the higher of book value or a multiple of EBIT, the latter of which Carrier Enterprise I used to calculate the price for its 38.1% investment held in RSI. At June 30, 2023, using the criteria set forth in the Shareholders’ Agreement, the valuation of the
RSI
Shareholders’ RSI common stock was approximately $374.0 million.
On July 28, 2023, the Company, Carrier Enterprise I and the RSI Majority Holders entered into an agreement that (1) provides Carrier Enterprise I the discretion, but not the obligation, to fund up to 80% of any purchase from the RSI Majority Holders of their RSI common stock, as required under the Shareholders’ Agreement, using Watsco Common stock (the “Offered Shares”), (2) provides that any Offered Shares actually issued would be valued based on the average volume-weighted average price of the Company’s Common stock for the ten trading days immediately preceding the payment date for the applicable RSI shares and (3) limits the amount of RSI shares that may be collectively sold by the RSI Majority Holders to Carrier Enterprise I under the Shareholders’ Agreement to $125.0 million during any rolling 12-month period. The Company has not issued or sold any Offered Shares, and there is no assurance that the Company will issue and sell any Offered Shares, nor is the number of Offered Shares that may be issued and sold currently determinable.
The Offered Shares that may be issued to the RSI Majority Holders were offered in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The Company relied on this exemption from registration based in part on representations made by the RSI Majority Holders, including that each RSI Majority Holder is an “accredited investor”, as defined in Rule 501(a) promulgated under the Securities Act.
Additionally, on July 28, 2023, the Company entered into an agreement to acquire all of the assets of an HVAC distribution company, pursuant to which, at closing, the Company would pay $95.0 million, subject to adjustment, to the seller in the form of the Company’s Common stock (the “Purchase Shares”). Based on the closing price of the Company’s Common stock of $359.50 per share, as reported by the New York Stock Exchange on August 2, 2023, the Company would issue approximately 264,256 Purchase Shares. Consummation of this transaction is subject to conditions outside of the Company’s and the seller’s control, and no closing date has been established, nor will the precise number of Purchase Shares be determined until, and subject to, the closing of such transaction. The Purchase Shares that may be issued to the seller were offered in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The Company relied on this exemption from registration based in part on representations made by the seller, including that the seller is an “accredited investor”, as defined in Rule 501(a) promulgated under the Securities Act.
The offer and sale of the securities described in this Item 5 have not been registered under the Securities Act or any state securities laws. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Quarterly Report is not an offer to sell or the solicitation of an offer to buy the securities described herein.
 
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ITEM 6. EXHIBITS
 
  31.1 #    Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a- 15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.2 #    Certification of Executive Vice President pursuant to Securities Exchange Act Rules 13a-15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  31.3 #    Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a- 15(e) and 15d-15(e) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  32.1 +    Certification of Chief Executive Officer, Executive 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 #    Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH #    Inline XBRL Taxonomy Extension Schema Document.
101.CAL #    Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF #    Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB #    Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE #    Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104    The cover page from the Company’s Quarterly Report on Form
10-Q
for the quarter ended June 30, 2023, formatted in Inline XBRL.
 
#
filed herewith.
+
furnished herewith.
 
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SIGNATURE
Pursuant to the requirements of the
Secu
rities 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: August 3, 2023     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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