UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ |
Annual Report Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 |
For the Fiscal Year Ended December 31, 2017
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)
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FLORIDA |
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59-0778222 |
(State or other jurisdiction of
incorporation or organization) |
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(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
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each
class |
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Name of each exchange on
which registered |
Common stock, $0.50 par value |
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New York Stock Exchange |
Class B common stock, $0.50 par value |
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New York Stock Exchange |
Securities registered pursuant to section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. YES ☒ NO ☐
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ NO ☒
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 and 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 and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). YES ☒ NO ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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 Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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☒ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
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
Act). YES ☐ NO ☒
The aggregate market value of the registrants
voting common equity held by non-affiliates of the registrant as of June 30, 2017, the last business day of the registrants most recently completed second fiscal quarter, was approximately $4,739 million, based on the closing sale price
of the registrants common stock on that date. For purposes of determining this number, all named executive officers and directors of the registrant as of June 30, 2017 were considered affiliates of the registrant. This number is provided
only for the purposes of this Annual Report on Form 10-K and does not represent an admission by either the registrant or any such person as to the affiliate status of such person.
The registrants common stock outstanding as of February 23, 2018 comprised (i) 32,005,941 shares of Common stock, excluding 4,823,988 treasury
shares, and (ii) 5,301,183 shares of Class B common stock, excluding 48,263 treasury shares.
DOCUMENTS INCORPORATED BY REFERENCE
Certain information required by Parts I and II is incorporated by reference from the registrants 2017 Annual Report, attached hereto as Exhibit
13. The information required by Part III (Items 10, 11, 12, 13 and 14) is incorporated herein by reference from the registrants definitive proxy statement for the 2018 annual meeting of shareholders (to be filed pursuant to Regulation 14A).
WATSCO, INC. AND SUBSIDIARIES
Form 10-K
For the
Fiscal Year Ended December 31, 2017
INDEX
2
PART I
Forward-Looking Statements
This Annual Report on Form
10-K 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, 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 managements 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; |
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competitive factors within the HVAC/R industry; |
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effects of supplier concentration; |
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fluctuations in certain commodity costs; |
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new housing starts and completions; |
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capital spending in the commercial construction market; |
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access to liquidity needed for operations; |
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seasonal nature of product sales; |
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insurance coverage risks; |
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federal, state, and local regulations impacting our industry and products; |
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prevailing interest rates; |
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foreign currency exchange rate fluctuations; |
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international political risk; |
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cybersecurity risk; and |
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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 this Annual Report on Form 10-K, 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.
General
Watsco, Inc. and its subsidiaries (collectively, Watsco, or 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. At December 31, 2017, we operated from 560
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, through which we serve approximately 90,000 active contractors and dealers that service
the replacement and new construction markets. Our revenues in HVAC/R distribution have increased from $64.1 million in 1989 to $4.3 billion in 2017, resulting from our strategic acquisition of companies with established market positions and
subsequent building of revenues and profit through a combination of additional locations, introduction of new products, and other initiatives.
3
Our principal executive office is located at 2665 South Bayshore Drive, Suite 901, Miami, Florida 33133, and our
telephone number is (305) 714-4100. Our website address on the Internet is www.watsco.com and e-mails may be sent to info@watsco.com. Our website address is included in this report only as an inactive textual reference. Information contained
on, or available through, our website is not incorporated by reference in, or made a part of, this report.
Air Conditioning, Heating and Refrigeration
Industry
The HVAC/R distribution industry is highly fragmented with approximately 2,100 distribution companies. The industry in the United States and
Canada is well-established, having had its primary period of growth during the post-World War II era with the advent of affordable central air conditioning and heating systems for both residential and commercial applications. The advent of HVAC/R
products in Latin America and the Caribbean is also well-established, but has emerged in more recent years as those economies have grown and products have become more affordable and have matured from luxury to necessity.
Based on data published in the 2018 IBIS World Industry Report for Heating and Air Conditioning Contractors in the U.S. and other available data, we estimate
that the annual market on an installed basis for residential central air conditioning, heating, and refrigeration equipment, and related parts and supplies is approximately $88.0 billion. Air conditioning and heating equipment is manufactured
primarily by seven major companies that together account for approximately 90% of all units shipped in the United States each year. These companies are: Carrier Corporation (Carrier), a subsidiary of United Technologies Corporation;
Goodman Manufacturing Company, L.P. (Goodman), a subsidiary of Daikin Industries, Ltd.; Rheem Manufacturing Company (Rheem); Trane Inc. (Trane), a subsidiary of Ingersoll-Rand Company Limited; York International
Corporation, a subsidiary of Johnson Controls, Inc.; Lennox International, Inc.; and Nordyne Corporation (Nordyne), a subsidiary of Nortek Corporation. These manufacturers distribute their products through a combination of factory-owned
and independent distributors who, in turn, supply the equipment and related parts and supplies to contractors and dealers nationwide that sell to and install the products for consumers, businesses, and other end-users.
Air conditioning and heating equipment is sold to the replacement and new construction markets for both residential and commercial applications. The
residential replacement market has increased in size and importance over the past several years as a result of the aging of the installed base of residential central air conditioners and furnaces, the introduction of new higher energy efficient
models, the remodeling and expansion of existing homes, the addition of central air conditioning to homes that previously had only heating products, and consumers overall unwillingness to live without air conditioning or heating products. The
mechanical life of central air conditioning and furnaces varies by geographical region due to usage and ranges from approximately 8 to 20 years. According to data published by the Energy Information Administration in 2017 there are approximately
92 million central air conditioning and heating systems installed in the United States that have been in service for more than 10 years. Many installed units are currently reaching the end of their useful lives, which we believe will provide a
growing and stable replacement market.
Additionally, we sell a variety of non-equipment products, representing approximately 300,000 SKUs, including
parts, ductwork, air movement products, insulation, tools, installation supplies, thermostats, and air quality products. We distribute products manufactured by Honeywell International, Inc. (Honeywell), Johns Manville (Johns
Manville) and Owens Corning Insulating Systems, LLC (Owens Corning), among others.
We also sell products to the refrigeration market.
These products include condensing units, compressors, evaporators, valves, refrigerant, walk-in coolers, and ice machines for industrial and commercial applications. We distribute products manufactured by Copeland Compressor Corporation, a
subsidiary of Emerson Electric Co. (Emerson), The Chemours Company (Chemours), Mueller Industries, Inc. (Mueller), and Welbilt, Inc. (Welbilt), among others.
Culture and Business Strategy
We have built our network
of locations using a buy and build philosophy, which has produced substantial historical long-term growth in revenues and profits. The buy component of the strategy has focused on acquiring or investing in market leaders to
either expand into new geographic areas or gain additional market share in existing markets. We have employed a disciplined and conservative approach which seeks opportunities that fit well-defined financial and strategic criteria. The
build component of the strategy has focused on implementing a growth culture at acquired companies, by adding products and locations to better serve customers, investing in scalable technologies, and exchanging ideas and business
concepts amongst the executive management teams. Newly acquired businesses have access to our capital resources and established vendor relationships to provide their customers with an expanded array of product lines on favorable terms and conditions
with an intensified commitment to service. We have also developed a culture whereby leaders, managers and employees are provided the opportunity to own shares of Watsco through a variety of stock-based equity plans. We believe that this culture
instills a performance-driven, long-term focus on the part of our employees and aligns their interests with the interests of other Watsco shareholders.
4
Strategy in Existing Markets
Our strategy for growth in existing markets focuses on customer service and product expansion to satisfy the needs of the higher growth, higher margin
replacement market, in which customers generally demand immediate, convenient, and reliable service. We respond to this need by (i) offering a broad range of product lines, including the necessary equipment, parts, and supplies to enable a
contractor to install or repair a central air conditioner, furnace, or refrigeration system, (ii) maintaining a strong density of warehouse locations for increased customer convenience, (iii) maintaining well-stocked inventories to ensure
that customer orders are filled in a timely manner, (iv) providing a high degree of technical expertise at the point of sale, and (v) developing and implementing technology to further enhance customer service capabilities. We believe these
concepts provide a competitive advantage over smaller, less-capitalized competitors that are unable to commit resources to open and maintain additional locations, implement technological business solutions, provide the same range of products,
maintain the same inventory levels, or attract the wide range of expertise that is required to support a diverse product offering. In some geographic areas, we believe we have a competitive advantage over factory-operated distribution networks,
which typically do not maintain inventories of parts and supplies that are as diversified as ours and which have fewer warehouse locations than we do, making it more difficult for these competitors to meet the time-sensitive demands of the
replacement market.
In addition to the replacement market, we sell to the new construction market, including new homes and commercial construction. We
believe our reputation for reliable, high-quality service, and relationships with contractors, who may serve both the replacement and new construction markets, allows us to compete effectively in these markets.
Technology Strategy
We are actively investing in
scalable technology platforms to further strengthen our leadership position. The primary investments are customer-obsessed technologies, which are improving and transforming the customer experience at all of our locations. Specific initiatives
include: (i) developing and implementing mobile applications for iOS and Android devices to help customers operate more efficiently and interact with our locations more easily; (ii) enabling e-commerce between our customers and our subsidiaries;
(iii) supply chain optimization; (iv) building the largest source of digitized HVAC/R product information; and (v) developing and implementing business analytics systems and related data sets, which provide enhanced management tools.
Performance-Based Compensation & Stock-Based Equity Plans
We maintain a culture that rewards performance through a variety of performance-based pay, commission programs, cash incentives, and stock-based equity
programs. Stock-based plans include 401(k) matching contributions to eligible employees, a voluntary employee stock purchase plan, and the granting of stock options and non-vested restricted stock based on individual merit and measures of
performance. Our equity compensation plans are designed to promote long-term performance, as well as to create long-term employee retention, continuity of leadership, and an ownership culture whereby management and employees think and
act as owners of the Company. We believe that our restricted stock program is unique because an employees restricted share grants generally vest entirely at the end of his or her career (age 62 or later) and, prior to retirement, these grants
remain subject to significant risks of forfeiture.
Product Line Expansion
We actively seek new or expanded territories of distribution from our key equipment suppliers. We continually evaluate new parts and supply products to support
equipment sales and further enhance service to our customers. This initiative includes increasing our product offering with existing vendors and identifying new product opportunities through traditional and non-traditional supply channels. We have
also introduced private-label products as a means to obtain market share and grow revenues. We believe that our private-label branded products complement our existing product offerings at selected locations, based on customer needs and the
particular market position and price of these products.
Acquisition Strategy
We focus on acquiring and investing in businesses that either complement our current presence in existing markets or establish a presence in new geographic
markets. Since 1989, we have acquired 59 HVAC/R distribution businesses, six of which currently operate as primary operating subsidiaries. Other smaller acquired distributors have been integrated into or are under the management of our primary
operating subsidiaries. Through a combination of sales and market share growth, opening of new locations, tuck-in acquisitions, expansion of product lines, improved pricing, and programs that have resulted in higher gross profit, performance
incentives, and a culture of equity value for key leadership, we have produced substantial sales and earnings growth post-acquisition. We continue to pursue additional strategic acquisitions, investments and/or joint ventures to allow further
penetration in existing markets and expansion into new geographic markets.
5
Operating Philosophy
We encourage our local leadership to operate in a manner that builds upon the long-term relationships they have established with their suppliers and customers.
Typically, we maintain the identity and culture of businesses by retaining their historical trade names, management teams and sales organizations, and continuity of their product brand-name offerings. We believe this strategy allows us to build on
the value of the acquired operations by creating additional sales opportunities while providing an attractive exit strategy for the former owners of these companies.
We maintain a specialized staff at our corporate headquarters that provides functional support for our subsidiaries growth strategies in their
respective markets. Such functional support staff includes specialists in finance, accounting, product procurement, information technology, treasury and working capital management, tax planning, risk management, and safety. Certain general and
administrative expenses are targeted for cost savings by leveraging the overall business volume and improving operating efficiencies.
DESCRIPTION OF
BUSINESS
Products
We sell an expansive line of
products and maintain a diverse mix of inventory to meet our customers immediate needs, and we seek to provide products a contractor would generally require when installing or repairing a central air conditioner, furnace, or refrigeration
system on short notice. The cooling capacity of air conditioning units is measured in tons. One ton of cooling capacity is equivalent to 12,000 British Thermal Units (BTUs) and is generally adequate to air condition approximately 500
square feet of residential space. The products we distribute consist of: (i) equipment, including residential ducted and ductless air conditioners ranging from 1 to 5 tons, gas, electric, and oil furnaces ranging from 50,000 to 150,000 BTUs,
commercial air conditioning and heating equipment systems ranging from 1-1/2 to 25 tons, and other specialized equipment, (ii) parts, including replacement compressors, evaporator coils, motors, and other component parts and
(iii) supplies, including thermostats, insulation material, refrigerants, ductwork, grills, registers, sheet metal, tools, copper tubing, concrete pads, tape, adhesives, and other ancillary supplies.
Sales of HVAC equipment, which we currently source from approximately 20 vendors, accounted for 67% and 66% of our revenues for the years ended
December 31, 2017 and 2016, respectively. Sales of other HVAC products, which we currently source from approximately 1,200 vendors, comprised 28% and 29% of our revenues for the years ended December 31, 2017 and 2016, respectively. Sales
of commercial refrigeration products, which we currently source from approximately 150 vendors, accounted for 5% of our revenues for both the years ended December 31, 2017 and 2016.
Distribution and Sales
At December 31, 2017, we
operated from 560 locations, a vast majority of which are located in regions that we believe have demographic trends favorable to our business. We maintain large inventories at each of our warehouse locations, and either deliver products to
customers using one of our trucks or a third party logistics provider, or we make products available for pick-up at the location nearest to the customer. We have approximately 1,000 salespeople, averaging more than 10 years of experience in the
HVAC/R distribution industry.
The markets we serve are as follows:
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% of Revenues for the Year Ended December 31, 2017 |
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Number of Locations as of December 31, 2017 |
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United States |
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87 |
% |
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500 |
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Latin America and the Caribbean |
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7 |
% |
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24 |
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Canada |
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6 |
% |
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36 |
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Total |
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100 |
% |
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560 |
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6
The largest market we serve is the United States, in which the most significant markets for HVAC/R products are
in the Sun Belt States. Accordingly, the majority of our distribution locations are in the Sun Belt, with the highest concentration in Florida and Texas. These markets have been a strategic focus of ours given their size, the reliance by homeowners
and businesses on HVAC/R products to maintain a comfortable indoor environment, and the population growth in these areas over the last 40 years, which has led to a substantial installed base requiring replacement, a shorter useful life for equipment
given the hours of operation, and the focus by electrical utilities on consumer incentives designed to promote replacement of HVAC/R equipment in an effort to improve energy efficiency.
Markets
The table below identifies the number of our
stores by location as of December 31, 2017:
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Florida |
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103 |
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Texas |
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80 |
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North Carolina |
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41 |
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California |
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36 |
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Georgia |
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35 |
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South Carolina |
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30 |
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Tennessee |
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21 |
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Virginia |
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21 |
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Louisiana |
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18 |
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New York |
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13 |
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Alabama |
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9 |
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Arizona |
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8 |
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Massachusetts |
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8 |
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Mississippi |
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8 |
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Missouri |
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8 |
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Connecticut |
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6 |
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Maryland |
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6 |
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Arkansas |
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5 |
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Kansas |
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5 |
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New Jersey |
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5 |
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Oklahoma |
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5 |
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Utah |
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5 |
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Pennsylvania |
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3 |
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Iowa |
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2 |
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Kentucky |
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2 |
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Maine |
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2 |
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Nebraska |
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2 |
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Nevada |
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2 |
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South Dakota |
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2 |
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West Virginia |
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2 |
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Colorado |
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1 |
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Indiana |
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1 |
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New Hampshire |
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1 |
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New Mexico |
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1 |
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North Dakota |
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1 |
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Rhode Island |
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1 |
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Vermont |
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1 |
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United States |
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500 |
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Canada |
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36 |
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Mexico |
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14 |
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Puerto Rico |
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10 |
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Total |
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560 |
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7
Joint Ventures with Carrier Corporation
In 2009, we formed a joint venture with 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 acquire an additional 10% ownership 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 we 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.
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 Carriers distribution operations in Mexico, which included seven locations. Collectively, the Northeast locations and the Mexico
operations are referred to as Carrier Enterprise II. Following formation of this joint venture, we owned a 60% controlling interest. On November 29, 2016, we purchased an additional 10% ownership 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%.
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.
Combined, the joint ventures with Carrier represented 62% of our revenues for the year ended December 31, 2017. See Supplier Concentration in
Business Risk Factors in Item 1A.
The business and affairs of the joint ventures are controlled, directed, and managed exclusively by
Carrier Enterprise Is, Carrier Enterprise IIs and Carrier Enterprise IIIs respective boards of directors (the Boards) pursuant to related operating agreements. The Boards have full, complete and exclusive authority,
power, and discretion to manage and control the business, property, and affairs of their respective joint ventures, and to make all decisions regarding those matters and to perform activities customary or incident to the management of such joint
ventures, including approval of distributions to us, Carrier and UTC Canada. Each Board is composed of five directors, of whom three directors represent our controlling interest and two directors represent Carriers non-controlling interest.
Matters presented to the Boards for vote are considered approved or consented to upon the receipt of the affirmative vote of at least a majority of all directors entitled to vote with the exception of certain governance matters, which require joint
approval.
Customers and Customer Service
Air
conditioning and heating contractors and dealers that install HVAC/R products in homes and businesses must be licensed given the highly-regulated nature of the products, refrigerant, natural gas, and building and zoning requirements. We currently
serve approximately 90,000 active contractors and dealers who service the replacement and new construction markets for residential and light commercial central air conditioning, heating, and refrigeration systems. No single customer in 2017, 2016 or
2015 represented more than 2% of our consolidated revenues. We focus on providing products where and when the customer needs them, technical support by phone or on site as required, and quick and efficient service at our locations. Increased
customer convenience is also provided through mobile applications and e-commerce, which allows customers to access information online 24 hours a day, seven days a week to search for desired products, verify inventory availability, obtain pricing,
place orders, check order status, schedule pickup or delivery times, and make payments. We believe we compete successfully with other distributors primarily based on an experienced sales organization, strong service support, maintenance of
well-stocked inventories, density of warehouse locations, high quality reputation, broad product lines, and the ability to foresee customer demand for new products.
Key Supplier Relationships
Given our leadership
position, Watsco represents a strategic business relationship to many of the leading manufacturers in our industry. Significant relationships with HVAC/R equipment manufacturers include Carrier, Rheem, Goodman, Welbilt, Mitsubishi Electric
Corporation, Gree Electric Appliances, Inc., Trane, Midea Group, and Nordyne. In addition, we have substantial relationships with manufacturers of non-equipment HVAC/R products, including Chemours, Emerson, Flexible Technologies, Inc., Honeywell,
Johns Manville, Mueller, and Owens Corning.
We believe the diversity of products that we sell, along with the manufacturers current product
offerings, quality, marketability, and brand-name recognition, allow us to operate favorably relative to our competitors. To maintain brand-name recognition, HVAC/R equipment manufacturers provide national advertising and participate with us in
cooperative advertising programs and promotional incentives that are targeted to both dealers and end-users. We estimate that the replacement market for residential air conditioning equipment is approximately 85% of industry unit sales in the United
States, and we expect this percentage to increase as units installed in the past 20 years wear out or otherwise become practical to replace sooner with newer, more energy-efficient models.
8
The Companys top ten suppliers accounted for 84% of our purchases, including 62% from Carrier, and 10% from
Rheem. Given the significant concentration of our suppliers, particularly with Carrier and Rheem, any significant interruption with these suppliers could temporarily disrupt the operations of certain of our subsidiaries, impact current inventory
levels, and could adversely affect our financial results. If any restrictions or significant increase in tariffs under existing trade agreements or the elimination of the North American Free Trade Agreement (NAFTA) are imposed on
products that our top ten suppliers import or assemble products outside of the United States, particularly from Mexico and China, we could be required to raise our prices, which may result in the loss of customers and harm to our business. Future
financial results are also materially dependent upon the continued market acceptance of these manufacturers respective products and their ability to continue to manufacture products that comply with laws relating to environmental and
efficiency standards. However, the Company believes that alternative or substitute products would be readily available in the event of disruption of current supplier relationships given the Companys prominence in the marketplace, including the
number of locations, sales personnel, support structure, marketing and sales expertise, financial position, and established market share. See Business Risk Factors in Item 1A of this Annual Report on Form 10-K for further
discussion.
Distribution Agreements
We maintain
trade name and distribution agreements with Carrier and Rheem that provide us distribution rights on an exclusive basis in specified territories that are not subject to a stated term or expiration date. We also maintain distribution agreements with
various other suppliers, either on an exclusive or non-exclusive basis, for various terms ranging from one to ten years. Certain distribution agreements contain provisions that restrict or limit the sale of competitive products in the locations that
sell such branded products. Other than where such location-level restrictions apply, we may distribute the lines of other manufacturers air conditioning or heating equipment in other locations in the same territories.
See Supplier Concentration in Business Risk Factors in Item 1A of this Annual Report on Form 10-K.
Seasonality
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 Summer and Winter selling seasons. Demand related to the
residential central air conditioning replacement market is typically highest in the second and third quarters, and demand for heating equipment is usually highest in the fourth quarter. Demand related to the new construction sectors throughout most
of the markets we serve tends to be fairly evenly distributed throughout the year and depends largely on housing completions, and related weather and economic conditions.
Competition
We operate in highly competitive
environments. We compete with a number of distributors and also with several air conditioning and heating equipment manufacturers that distribute a significant portion of their products through their own distribution organizations in certain
markets. Competition within any given geographic market is based upon product availability, customer service, price, and quality. Competitive pressures or other factors could cause our products or services to lose market acceptance or result in
significant price erosion, all of which would have a material adverse effect on our results of operations, cash flows, and liquidity.
Employees
We had approximately 5,200 employees as of December 31, 2017, substantially all of whom are non-union employees. Most of our employees are
employed on a full-time basis and our relations with our employees are good.
Order Backlog
Order backlog is not a material aspect of our business and no material portion of our business is subject to government contracts.
Government Regulations, Environmental and Health and Safety Matters
Our business is subject to federal, state and local laws, and regulations relating to the storage, handling, transportation, and release of hazardous materials
into the environment. These laws and regulations include the Clean Air Act, relating to minimum energy efficiency standards of HVAC systems, and the production, servicing, and disposal of certain ozone-depleting refrigerants used in such systems,
including those established at the Montreal Protocol in 1992 concerning the phase-out of the production of CFC-based refrigerants on January 1, 2010 for use in new equipment. We are also subject to regulations concerning the transport of
hazardous materials, including regulations adopted pursuant to the Motor Carrier Safety Act of 1990. Our operations are also subject to health and safety requirements including, but not limited to, the Occupational, Safety and Health Act. We believe
that we operate our business in compliance with all applicable federal, state and local laws, and regulations.
9
Our industry and business are also subject to a United States Department of Energy (DOE) mandate,
effective January 1, 2015, that effected changes to the minimum required efficiency of HVAC systems. The DOE divided the United States into three regions, the North, the Southeast, and the Southwest, according to the number of hours that an air
conditioner spends cooling a home during the hotter months. Prior to 2015, the national minimum standard for energy efficiency was 13 SEER (seasonal energy efficiency rating, the metric used to measure energy efficiency) for all HVAC equipment
produced in the United States. Beginning in 2015, the new standard increased the minimum allowed efficiency to 14 SEER for the Southeast and Southwest regions. During 2015, we began transitioning our 13 SEER inventory in the effected regions to the
higher-efficiency 14 SEER inventory, and we completed this transition in 2016 in accordance with the timeline required by the mandate.
Financial
Information About Geographic Areas
Our operations are primarily within the United States, including Puerto Rico, Canada and Mexico. Products are also
sold from the United States on an export-only basis to portions of Latin America and the Caribbean Basin. The following tables set forth revenues and long-lived assets by geographic area (in millions):
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|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2017 |
|
|
2016 |
|
|
2015 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
3,920 |
|
|
$ |
3,813 |
|
|
$ |
3,711 |
|
Canada |
|
|
269 |
|
|
|
267 |
|
|
|
264 |
|
Mexico |
|
|
153 |
|
|
|
141 |
|
|
|
138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenues |
|
$ |
4,342 |
|
|
$ |
4,221 |
|
|
$ |
4,113 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2017 |
|
|
2016 |
|
|
2015 |
|
Long-Lived Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
540 |
|
|
$ |
468 |
|
|
$ |
442 |
|
Canada |
|
|
164 |
|
|
|
156 |
|
|
|
155 |
|
Mexico |
|
|
5 |
|
|
|
5 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Long-Lived Assets |
|
$ |
709 |
|
|
$ |
629 |
|
|
$ |
602 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues are attributed to countries based on the location of the store from which the sale occurred. Long-lived assets
consist primarily of goodwill and intangible assets, property and equipment, and our investment in an unconsolidated entity.
Available Information
Our website is at www.watsco.com. Our investor relations website is located at www.investors.watsco.com. We make available, free of
charge, on our investor relations website under the heading SEC Filings our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports filed with or furnished to the
Securities and Exchange Commission (the SEC) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to,
the SEC. Our website address is included in this report only as an inactive textual reference. Information contained on, or available through, our website is not incorporated by reference in, or made a part of, this report.
Business Risk Factors
Supplier Concentration
The Companys top ten
suppliers accounted for 84% of our purchases during 2017, including 62% from Carrier, and 10% from Rheem. Given the significant concentration of our supply chain, particularly with Carrier and Rheem, any significant interruption by any of the key
manufacturers or a termination of a relationship could temporarily disrupt the operations of certain of our subsidiaries. Additionally, our operations are materially dependent upon the continued market acceptance and quality of these
manufacturers products and their ability to continue to manufacture products that are competitive and that comply with laws relating to environmental and efficiency standards. Our inability to obtain products from one or more of these
manufacturers or a decline in market acceptance of these manufacturers products could have a material adverse effect on our results of operations, cash flows, and liquidity.
10
Many HVAC equipment and component manufacturers, including Carrier and Rheem, source component parts and/or
assemble a significant amount of products for residential and light-commercial applications from Mexico. If any restrictions or significant increases in tariffs are imposed related to such products sourced or assembled from Mexico, whether as a
result of amendments to existing trade agreements or the elimination of NAFTA, and our product costs consequently increase, we would be required to raise our prices, which may result in cost inflation, the loss of customers, and harm to our
business.
We maintain trade name and distribution agreements with Carrier and Rheem that provide us distribution rights on an exclusive basis in
specified territories. Such agreements are not subject to a stated term or expiration date.
We also maintain other distribution agreements with various
other suppliers, either on an exclusive or non-exclusive basis, for various terms ranging from one to ten years. Certain of the distribution agreements contain provisions that restrict or limit the sale of competitive products in the locations that
sell such branded products. Other than where such location-level restrictions apply, we may distribute other manufacturers lines of air conditioning or heating equipment in other locations in the same territories.
Risks Inherent in Acquisitions
As part of our strategy,
we intend to pursue additional acquisitions of complementary businesses, including through joint ventures and investments in unconsolidated entities. If we complete future acquisitions, including investments in unconsolidated entities, or enter into
new joint ventures, we may be required to incur or assume additional debt and/or issue additional shares of our common stock as consideration, which will dilute our existing shareholders ownership interest and may affect our results of
operations. Growth through acquisitions involves a number of risks, including, but not limited to, the following:
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the ability to identify and consummate transactions with complementary acquisition candidates; |
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the successful operation and/or integration of acquired companies; |
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diversion of managements attention from other daily functions; |
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issuance by us of equity securities that would dilute ownership of our existing shareholders; |
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incurrence and/or assumption of significant debt and contingent liabilities; and |
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possible loss of key employees and/or customer relationships of the acquired companies. |
In addition, acquired
companies and investments made in unconsolidated entities may have liabilities that we failed or were unable to discover while performing due diligence investigations. We cannot assure you that the indemnification, if any, granted to us by sellers
of acquired companies or by joint venture partners will be sufficient in amount, scope, or duration to offset the possible liabilities associated with businesses or properties that we assume upon consummation of an acquisition or joint venture. Any
such liabilities, individually or in the aggregate, could have a material adverse effect on our business.
Failure to successfully manage the operational
challenges and risks associated with, or resulting from, acquisitions could adversely affect our results of operations, cash flows, and liquidity.
Competition
We operate in highly competitive
environments. We compete with other distributors and several air conditioning and heating equipment manufacturers that distribute a significant portion of their products through their own distribution organizations in certain markets. Competition
within any given geographic market is based upon product availability, customer service, price, and quality. Competitive pressures or other factors could cause our products or services to lose market acceptance or result in significant price
erosion, all of which would have a material adverse effect on our results of operations, cash flows, and liquidity.
Foreign Currency Exchange Rate
Fluctuations
The functional currency of our operations in Canada is the Canadian dollar, and the functional currency of our operations in Mexico is
the U.S. dollar because the majority of our Mexican transactions are denominated in U.S. dollars. Foreign currency exchange rates and fluctuations may have an impact on transactions denominated in Canadian dollars and Mexican Pesos, and, therefore,
could adversely affect our financial performance. Although we use foreign currency forward contracts to mitigate the impact of currency exchange rate movements, we do not currently hold any derivative contracts that hedge our foreign currency
translational exposure.
11
Seasonality
Sales of residential central air conditioners, heating equipment, and parts and supplies are seasonal, resulting in fluctuations in our revenue from quarter to
quarter. Furthermore, profitability can be impacted favorably or unfavorably based on the severity or mildness of weather patterns during Summer or Winter selling seasons. Demand related to the residential central air conditioning replacement market
is typically highest in the second and third quarters, and demand for heating equipment is usually highest in the fourth quarter. Demand related to the new construction sectors throughout most of the markets is fairly evenly distributed throughout
the year except for dependence on housing completions, and related weather and economic conditions.
Dependence on Key Personnel
Much of our success has depended on the skills and experience of senior management personnel. The loss of any of our executive officers or other key senior
management personnel could harm our business. We must continuously recruit, retain, and motivate management and other employees to both maintain our current business and to execute our strategic initiatives. Our success has also depended on the
contributions and abilities of our store employees upon whom we rely to give customers a superior in-store experience. Accordingly, our performance depends on our ability to recruit and retain high quality employees to work in and manage our stores.
If we are unable to adequately recruit, retain, and motivate employees our projected growth and expansion, and our business and financial performance may be adversely affected.
Decline in Economic Conditions
We rely predominantly on
the credit markets and, to a lesser extent, on the capital markets to meet our financial commitments and short-term liquidity needs if internal funds are not available from our operations. Access to funds under our line of credit is dependent 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 line of credit and may also affect the determination of certain interest
rates, particularly rates based on LIBOR, which is one of the base rates under our line of credit. Any disruptions in these markets could result in increased borrowing costs and/or reduced borrowing capacity under our line of credit. Any long-term
disruption could require us to take measures to conserve cash until the markets stabilize, or until alternative credit arrangements or other funding for our business needs can be arranged. Such measures could include reducing or eliminating dividend
payments, deferring capital expenditures, and reducing or eliminating other discretionary uses of cash.
A decline in economic conditions and lack of
availability of business and consumer credit could have an adverse effect on our business and results of operations. Any capital and credit market disruption could cause broader economic downturns, which may lead to reduced demand for our products
and increased incidence of customers inability to pay their accounts. Further, bankruptcies or similar events by customers may cause us to incur bad debt expense at levels higher than historically experienced. Also, our suppliers may be
negatively impacted by deteriorating economic conditions, causing disruption or delay of product availability. These events would adversely impact our results of operations, cash flows, and financial position. Additionally, if the conditions of the
capital and credit markets adversely affect the financial institutions that have committed to extend us credit, they may be unable to fund borrowings under such commitments, which could have an adverse impact on our financial condition, liquidity,
and our ability to borrow funds for working capital, acquisitions, capital expenditures, and other corporate purposes.
International Political Risk
Our international sales and operations, as well as sourcing of products from suppliers with international operations, are subject to various risks
associated with changes in local laws, regulations and policies, including those related to tariffs, trade restrictions and trade agreements, investments, taxation, capital controls, employment regulations, different liability standards and
limitations on the repatriation of funds due to foreign currency controls. Our international sales and operations, as well as sourcing of products from suppliers with international operations are also sensitive to changes in foreign national
priorities, including government budgets, as well as political and economic instability. Unfavorable changes in any of the foregoing could adversely affect our results of operations or could cause a disruption in our supply chain for products
sourced internationally. Additionally, failure to comply with the United States Foreign Corrupt Practices Act could subject us to, among other things, penalties and legal expenses that could harm our reputation and have a material adverse effect on
our business, financial condition and results of operations.
12
General Risk Factors
Goodwill, Intangibles and Long-Lived Assets
At
December 31, 2017, goodwill, intangibles, and long-lived assets represented approximately 30% of our total assets. The recoverability of goodwill, indefinite lived intangibles, and long-lived assets is evaluated at least annually and when
events or changes in circumstances indicate that the carrying amounts may not be recoverable. The identification and measurement of goodwill impairment involves the estimation of the fair value of our reporting unit and contains uncertainty because
management must use judgment in determining appropriate assumptions to be used in the measurement of fair value. The estimates of fair value of our reporting unit, indefinite lived intangibles, and long-lived assets are based on the best information
available as of the date of the assessment and incorporates managements assumptions about expected future cash flows and contemplates other valuation techniques. Future cash flows can be affected by changes in the industry, a declining
economic environment, or market conditions. We cannot assure you that we will not suffer material impairments to goodwill, intangibles, or long-lived assets in the future.
Risks Related to Insurance Coverage
We carry general
liability, comprehensive property damage, workers compensation, health benefits, and other insurance coverage that management considers adequate for the protection of its assets and operations. There can be no assurance that the coverage
limits of such policies will be adequate to cover losses and expenses for lawsuits which have been, or may be, brought against us. A loss in excess of insurance coverage could have a material adverse effect on our financial position and/or
profitability. Certain self-insurance risks for casualty insurance programs and health benefits are retained and reserves are established based on claims filed and estimates of claims incurred but not yet reported. Assurance cannot be provided that
actual claims will not exceed present estimates. Exposure to catastrophic losses has been limited by maintaining excess and aggregate liability coverage and implementing stop-loss control programs.
Risks Related to our Common Stock
Class B Common
Stock and Insider Ownership
As of December 31, 2017, our directors and executive officers and entities affiliated with them owned (i) Common
stock representing 1% of the outstanding shares of Common stock and (ii) Class B common stock representing 90% of the outstanding shares of Class B common stock. These interests represent 56% of the aggregate combined voting power
(including 52% beneficially owned by Albert H. Nahmad, Chairman and Chief Executive Officer, through shares owned by him and shares held by affiliated limited partnerships and various family trusts). Accordingly, our directors and executive officers
collectively have the voting power to elect six members of our nine-person Board of Directors.
Our Class B common stock is substantially identical
to our Common stock except: (i) Common stock is entitled to one vote on all matters submitted to a vote of our shareholders, and each share of Class B common stock is entitled to ten votes; (ii) shareholders of Common stock are
entitled to elect 25% of our Board of Directors (rounded up to the nearest whole number), and Class B shareholders are entitled to elect the balance of the Board of Directors; (iii) cash dividends may be paid on Common stock without paying
a cash dividend on Class B common stock, and no cash dividend may be paid on Class B common stock unless at least an equal cash dividend is paid on Common stock; and (iv) Class B common stock is convertible at any time into
Common stock on a one-for-one basis at the option of the shareholder.
Future Sales
In 2017, we issued and sold an aggregate of
approximately $250.0 million of our Common stock under our previously reported at the market offering program. We are not restricted from issuing additional shares of our Common stock or Class B common stock (which we refer to
together as common stock), including securities that are convertible into or exchangeable for, or that represent the right to receive, our common stock or any substantially similar securities in the future. We may issue shares of our common stock or
other securities in one or more registered or unregistered offerings, and we may also issue our securities in connection with investments or acquisitions. The number of shares of our common stock issued in connection with any of the foregoing may
result in dilution to holders of our common stock.
Volatility
The market price of our common stock may be highly volatile and could be subject to wide fluctuations. Securities markets worldwide experience significant
price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could reduce the market price of shares of our common stock in spite of our operating performance. The trading price of our common
stock may be adversely affected due to a number of factors, most of which we cannot predict or control, such as the following:
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fluctuations in our operating results; |
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a decision by the Board of Directors to reduce or eliminate cash dividends on our common stock; |
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|
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changes in recommendations or earnings estimates by securities analysts; |
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general market conditions in our industry or in the economy as a whole; and |
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political instability, natural disasters, war and/or events of terrorism. |
Trading Liquidity
The trading market for our common stock is limited, and there can be no assurance that a more liquid trading market for our common stock will develop. There
can be no assurance as to the liquidity of any market for our common stock, the ability of the holders of our common stock to sell any of their securities and the price at which the holders of our common stock will be able to sell such securities.
Payment of Dividends
The amount of any future
dividends that we will pay, if any, will depend upon a number of factors. Future dividends will be declared and paid at the sole discretion of the Board of Directors and will depend upon such factors as cash flow generated by operations,
profitability, financial condition, cash requirements, future prospects, and other factors deemed relevant by our Board of Directors. The right of our Board of Directors to declare dividends, however, is subject to the availability of sufficient
funds under Florida law to pay dividends. In addition, our ability to pay dividends depends on certain restrictions in our credit agreement.
Securities Analyst Research and Reports
The trading
markets for our common stock rely in part on the research and reports that industry or financial analysts publish about us or our business or industry. If one or more of the analysts who cover us downgrade our stock or our industry, or the stock of
any of our competitors, or publish negative or unfavorable research about our business, the price of our stock could decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, we could lose visibility
in the market, which in turn could cause our stock price or trading volume to decline.
13
ITEM 1B. |
UNRESOLVED STAFF COMMENTS |
None.
Our main properties include warehousing and distribution facilities, trucks, and
administrative office space.
Warehousing and Distribution Facilities
At December 31, 2017, we operated 560 warehousing and distribution facilities across 37 U.S. states, Canada, Mexico, and Puerto Rico, having an aggregate
of approximately 12.2 million square feet of space, of which approximately 11.9 million square feet is leased. The majority of these leases are for terms of three to five years. We believe that our facilities are sufficient to meet our
present operating needs.
Trucks
At
December 31, 2017, we operated 651 ground transport vehicles, including delivery and pick-up trucks, vans, and tractors. Of this number, 433 trucks were leased and the rest were owned. We believe that the present size of our truck fleet is
adequate to support our operations.
Administrative Facilities
Senior management and support staff are located at various administrative offices in approximately 0.2 million square feet of space.
14
ITEM 3. |
LEGAL PROCEEDINGS |
Information with respect to this item may be found in Note 16 to our audited
consolidated financial statements contained in this Annual Report on Form 10-K under the caption Litigation, Claims and Assessments, which information is incorporated by reference in this Item 3 of Part I of this Annual Report on
Form 10-K.
ITEM 4. |
MINE SAFETY DISCLOSURES |
Not applicable.
PART II
ITEM 5. |
MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Stock Exchange Information, Common Share Price Performance and Dividends
Our Common stock is listed on the New York Stock Exchange under the ticker symbol WSO, and our Class B common stock is listed on the New York Stock Exchange
under the ticker symbol WSOB.
Our 2017 Annual Report contains Information on Common Stock, which contains the high and low sales prices and
dividend information with respect to our Common stock and Class B common stock for the years ended December 31, 2017 and 2016, and is incorporated herein by reference.
Shareholder Return Performance
The following graph
compares the cumulative five-year total shareholder return attained by holders of our Common stock and Class B common stock relative to the cumulative total returns of the S&P MidCap 400 index, the S&P 500 index, and the Russell 2000 index.
Given our position as the largest distributor of HVAC/R equipment, parts and supplies in North America, our unique, sole line of business, the nature of our customers (air conditioning and heating contractors), and the products and markets we serve,
we cannot reasonably identify an appropriate peer group; therefore, we have included in the graph below the performance of the S&P MidCap 400 index, the S&P 500 index, and the Russell 2000 index, which contain companies with market
capitalizations similar to our own. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our common stock and in each index on December 31, 2012 and its relative performance is tracked through
December 31, 2017.
The performance graph shall not be deemed incorporated by reference by any general statement incorporating by reference this
annual report into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.
15
Comparison of 5 Year Cumulative Total Shareholder Return*
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12/31/12 |
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12/31/13 |
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12/31/14 |
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12/31/15 |
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|
12/31/16 |
|
|
12/31/17 |
|
Watsco, Inc. |
|
|
100.00 |
|
|
|
129.97 |
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|
147.90 |
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|
165.71 |
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|
|
215.42 |
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254.97 |
|
Watsco Class B |
|
|
100.00 |
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|
131.41 |
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148.80 |
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168.98 |
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217.36 |
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254.55 |
|
S&P MidCap 400 Index |
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|
100.00 |
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|
133.50 |
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|
146.54 |
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|
143.35 |
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173.08 |
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201.20 |
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S&P 500 Index |
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|
100.00 |
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|
132.39 |
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|
150.51 |
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152.59 |
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170.84 |
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208.14 |
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Russell 2000 Index |
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|
100.00 |
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138.82 |
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145.62 |
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139.19 |
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168.85 |
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193.58 |
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers
In September 1999, our Board of Directors authorized the repurchase, at managements discretion, of up to 7,500,000 shares of common stock in the open
market or via private transactions. No shares were repurchased under this plan during 2017, 2016 or 2015. 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 this
plan. At December 31, 2017, there were 1,129,087 shares remaining authorized for repurchase under this plan. We did not otherwise repurchase any of our common stock during the quarter ended December 31, 2017.
16
Dividends
Cash dividends per share of $4.60, $3.60 and $2.80 for both Common and Class B common stock were paid in 2017, 2016 and 2015, respectively. Future dividends
will be declared and paid at the sole discretion of the Board of Directors and will depend upon such factors as cash flow generated by operations, profitability, financial condition, cash requirements, future prospects, and other factors deemed
relevant by our Board of Directors.
ITEM 6. |
SELECTED FINANCIAL DATA |
Our 2017 Annual Report contains Selected Consolidated Financial
Data, which section is incorporated herein by reference.
ITEM 7. |
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Our 2017
Annual Report contains Managements Discussion and Analysis of Financial Condition and Results of Operations, which section is incorporated herein by reference.
ITEM 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Our 2017 Annual Report contains
Quantitative and Qualitative Disclosures about Market Risk, which section is incorporated herein by reference.
ITEM 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Our 2017 and 2016 Consolidated Balance Sheets and other
consolidated financial statements for the years ended December 31, 2017, 2016 and 2015, together with the report thereon of KPMG LLP dated March 1, 2018, included in our 2017 Annual Report are incorporated herein by reference.
The 2017 and 2016 unaudited Selected Quarterly Financial Data appearing in our 2017 Annual Report is incorporated herein by reference.
ITEM 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
None.
ITEM 9A. |
CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange
Act)), that are, among other things, designed to ensure that information required to be disclosed by us under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (CEO), Senior Vice
President (SVP) and Chief Financial Officer (CFO), to allow for timely decisions regarding required disclosure and appropriate SEC filings.
Our management, with the participation of our CEO, SVP and CFO, evaluated the effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report, and, based on that evaluation, our CEO, SVP and CFO concluded that our disclosure controls and procedures were effective, at a reasonable assurance level, as of such date.
Managements Report on Internal Control over Financial Reporting
Our 2017 Annual Report contains Managements Report on Internal Control over Financial Reporting and the report thereon of KPMG LLP dated
March 1, 2018, and each is incorporated herein by reference.
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 December 31, 2017, that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
17
ITEM 9B. |
OTHER INFORMATION |
None.
PART III
This
part of Form 10-K, which includes Items 10 through 14, is omitted because we will file definitive proxy material pursuant to Regulation 14A not more than 120 days after the close of our most recently ended fiscal year, which proxy material will
include the information required by Items 10 through 14 and is incorporated herein by reference.
PART IV
ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
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(a)(1) |
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Financial Statements. Our consolidated financial statements are incorporated by reference from our 2017 Annual Report. |
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(2) |
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Financial Statement Schedules. The schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto. |
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(3) |
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Exhibits. The following exhibits are submitted with this Annual Report on Form 10-K or, where indicated, incorporated by reference to other filings. |
INDEX TO EXHIBITS
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3.1 |
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Composite Articles of Incorporation of Watsco, Inc. (filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30,
2012 and incorporated herein by reference). |
|
|
3.2 |
|
Watsco, Inc. Second Amended and Restated Bylaws effective August 1, 2016 (filed as Exhibit 3.1 to the Current Report on Form 8-K on August 5, 2016
and incorporated herein by reference). |
|
|
4.1 |
|
Specimen form of Class B Common Stock Certificate (filed as Exhibit 4.6 to the Registration Statement on Form S-1 (No. 33-56646) and incorporated herein by reference). (P) |
|
|
4.2 |
|
Specimen form of Common Stock Certificate (filed as Exhibit 4.4 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1994 and incorporated herein by reference). (P) |
|
|
10.1(a) |
|
Employment Agreement and Incentive Plan dated January
31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.20 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 1996 and incorporated herein by reference). * |
|
|
10.1(b) |
|
First Amendment dated January 1, 2001 to Employment Agreement and Incentive Plan dated January
31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.13 to the Annual Report on Form 10-K for the year ended December 31, 2000 and incorporated herein by reference). * |
|
|
10.1(c) |
|
Second Amendment dated January 1, 2002 to Employment Agreement and Incentive Plan dated January
31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.15 to the Annual Report on Form 10-K for the year ended December 31, 2001 and incorporated herein by reference). * |
|
|
10.1(d) |
|
Third Amendment dated January 1, 2003 to Employment Agreement and Incentive Plan dated January
31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.11 to the Annual Report on Form 10-K for the year ended December 31, 2002 and incorporated herein by reference). * |
|
|
10.1(e) |
|
Fourth Amendment dated January 1, 2004 to Employment Agreement and Incentive Plan dated January
31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 and incorporated herein by reference). * |
|
|
10.1(f) |
|
Fifth Amendment dated January 1, 2005 to Employment Agreement and Incentive Plan dated January
31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 and incorporated herein by reference). * |
|
|
10.1(g) |
|
Sixth Amendment dated January 1, 2006 to Employment Agreement and Incentive Plan dated January
31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.16 to the Annual Report on Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).
* |
18
|
|
|
|
|
10.1(h) |
|
Seventh Amendment dated January 1, 2007 to Employment Agreement and Incentive Plan dated January
31, 1996 by and between Watsco, Inc. and Albert H. Nahmad (filed as Exhibit 10.18 to the Annual Report on Form 10-K for the year ended December 31, 2006 and incorporated herein by reference). * |
|
|
10.1(i) |
|
Eighth Amendment dated January 1, 2008 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad
(filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 and incorporated herein by reference). * |
|
|
10.1(j) |
|
Ninth Amendment dated December 10, 2008 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H.
Nahmad (filed as Exhibit 10.19 to the Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference). * |
|
|
10.1(k) |
|
Tenth Amendment dated January 1, 2009 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad
(filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 and incorporated herein by reference). * |
|
|
10.1(l) |
|
Eleventh Amendment dated January 1, 2010 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H.
Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and incorporated herein by reference). * |
|
|
10.1(m) |
|
Twelfth Amendment dated January 1, 2011 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert H. Nahmad
(filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 and incorporated herein by reference). * |
|
|
10.1(n) |
|
Thirteenth Amendment dated January 1, 2012 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert
H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 and incorporated herein by reference). * |
|
|
10.1(o) |
|
Fourteenth Amendment dated January 1, 2013 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert
H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and incorporated herein by reference). * |
|
|
10.1(p) |
|
Fifteenth Amendment dated January 1, 2014 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert
H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 and incorporated herein by reference). * |
|
|
10.1(q) |
|
Sixteenth Amendment dated January 1, 2015 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert
H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 and incorporated herein by reference). * |
|
|
10.1(r) |
|
Seventeenth Amendment dated January 1, 2016 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and
Albert H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 and incorporated herein by reference). * |
|
|
10.1(s) |
|
Eighteenth Amendment dated January 1, 2017 to Employment Agreement and Incentive Plan dated January 31, 1996 by and between Watsco, Inc. and Albert
H. Nahmad (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 and incorporated herein by reference). * |
|
|
10.2 |
|
Watsco, Inc. Amended and Restated 2001 Incentive Compensation Plan (filed as Appendix A to the Definitive Proxy Statement on Schedule 14A
in respect of our 2009 Annual Meeting of Shareholders and incorporated herein by reference). * |
|
|
10.3 |
|
Watsco, Inc. 2014 Incentive Compensation Plan (filed as Appendix A to the Definitive Proxy Statement on Schedule 14A in respect
of our 2014 Annual Meeting of Shareholders and incorporated herein by reference). * |
|
|
10.4 |
|
Fourth Amended and Restated 1996 Qualified Employee Stock Purchase Plan dated April 18, 2011 (filed as Appendix A to the Definitive Proxy
Statement on Schedule 14A in respect of our 2011 Annual Meeting of Shareholders and incorporated herein by reference). * |
|
|
10.5(a) |
|
Credit Agreement dated as of April 27, 2012, by and among Watsco, Inc., as Borrower, Watsco Canada, Inc., as Canadian Borrower, the Lenders from
time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Bank of America, N.A. and Wells Fargo Bank, National Association as Co-Syndication Agents and U.S. Bank National Association as Documentation Agent
(filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q on August 2, 2013 and incorporated herein by reference). |
19
|
|
|
|
|
10.5(b) |
|
Amendment No. 1 dated as of August 8, 2012, to the Credit Agreement dated as of April
27, 2012 (filed as Exhibit 10.4(b) to the Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 28, 2013 and incorporated herein by reference). |
|
|
10.5(c) |
|
Amendment No. 2, dated as of July 1, 2013, to Credit Agreement dated as of April 27, 2012, by and among Watsco, Inc., as Borrower, Watsco Canada,
Inc., as Canadian Borrower, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Bank of America, N.A. and Wells Fargo Bank, National Association as Co-Syndication Agents and U.S.
Bank National Association as Documentation Agent (filed as Exhibit 10.1 to the Current Report on Form 8-K on July 2, 2013 and incorporated herein by reference). |
|
|
10.5(d) |
|
Amendment No. 3, dated as of June 25, 2014, to Credit Agreement dated as of April 27, 2012, by and among Watsco, Inc., as Borrower, Watsco Canada,
Inc., as Canadian Borrower, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Bank of America, N.A. and Wells Fargo Bank, National Association as Co-Syndication Agents and U.S.
Bank National Association as Documentation Agent (filed as Exhibit 10.1 to the Current Report on Form 8-K on June 27, 2014 and incorporated herein by reference). |
|
|
10.5(e) |
|
Amendment No. 4, dated as of January 24, 2017, to Credit Agreement dated as of April 27, 2012, by and among Watsco, Inc., as Borrower, Watsco
Canada, Inc., as Canadian Borrower, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Bank of America, N.A. and Wells Fargo Bank, National Association as Co-Syndication Agents and
U.S. Bank National Association as Documentation Agent (filed as Exhibit 10.5(e) to the Annual Report on Form 10-K on February 21, 2017 and incorporated herein by reference). |
|
|
10.6 |
|
Operating Agreement of Carrier Enterprise, LLC (Amended and Restated), dated as of July 1, 2009 (filed as Exhibit 10.2 to the Current Report on Form
8-K on July 8, 2009 and incorporated herein by reference). |
|
|
10.7 |
|
Operating Agreement of Carrier Enterprise Northeast, LLC, dated as of April 30, 2011 (filed as Exhibit 10.29 to the Annual Report on Form 10-K
for the year ended December 31, 2011 and incorporated herein by reference). |
|
|
10.8 |
|
Carrier Enterprise Canada (G.P.), Inc. Shareholders Agreement dated as of April 27, 2012 (filed as Exhibit 10.2 to the Current Report on
Form 8-K on May 3, 2012 and incorporated herein by reference). |
|
|
13 |
|
2017 Annual Report to Shareholders (with the exception of the information incorporated by reference into Items 1, 5, 6, 7 and 8 of this Form 10-K, the 2017 Annual Report to Shareholders is provided solely for
the information of the SEC and is not deemed filed as part of this Form 10-K). # |
|
|
21.1 |
|
Subsidiaries of the Registrant. # |
|
|
23.1 |
|
Consent of Independent Registered Public Accounting Firm KPMG LLP. # |
|
|
31.1 |
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. # |
|
|
31.2 |
|
Certification of Senior Vice President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. # |
|
|
31.3 |
|
Certification of Chief Financial Officer 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 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. # |
20
|
|
|
|
|
101.LAB |
|
XBRL Taxonomy Extension Label Linkbase Document. # |
|
|
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document. # |
* |
Management contract or compensation plan or arrangement. |
ITEM 16. |
FORM 10-K SUMMARY |
None.
21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. |
March 1, 2018 |
|
By: |
|
/s/ Albert H. Nahmad |
|
|
|
|
Albert H. Nahmad, Chief Executive Officer |
March 1, 2018 |
|
By: |
|
/s/ Ana M. Menendez |
|
|
|
|
Ana M. Menendez, Chief Financial Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.
|
|
|
|
|
SIGNATURE |
|
TITLE |
|
DATE |
|
|
|
/S/ ALBERT H. NAHMAD
Albert H. Nahmad |
|
Chairman of the Board and Chief Executive Officer (principal executive officer) |
|
March 1, 2018 |
|
|
|
/S/ BARRY S. LOGAN
Barry S. Logan |
|
Director and Senior Vice President |
|
March 1, 2018 |
|
|
|
/S/ ANA M. MENENDEZ
Ana M. Menendez |
|
Chief Financial Officer (principal accounting
officer and principal financial officer) |
|
March 1, 2018 |
|
|
|
/S/ CESAR L. ALVAREZ
Cesar L. Alvarez |
|
Director |
|
March 1, 2018 |
|
|
|
/S/ DAVID C. DARNELL
David C. Darnell |
|
Director |
|
March 1, 2018 |
|
|
|
/S/ DENISE DICKINS
Denise Dickins |
|
Director |
|
March 1, 2018 |
|
|
|
/S/ JASON EPSTEIN
Jason Epstein |
|
Director |
|
March 1, 2018 |
|
|
|
/S/ BOB L. MOSS
Bob L. Moss |
|
Director |
|
March 1, 2018 |
|
|
|
/S/ AARON J. NAHMAD
Aaron J. Nahmad |
|
Director and President |
|
March 1, 2018 |
|
|
|
/S/ GEORGE P. SAPE
George P. Sape |
|
Director |
|
March 1, 2018 |
22
EXHIBIT 13
WATSCO, INC. AND SUBSIDIARIES
SELECTED CONSOLIDATED FINANCIAL DATA
The
following selected consolidated financial data should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included under Item 8 of Part II, Financial Statements and Supplementary
Data, and the information contained in Item 7 of Part II, Managements Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K for the year ended December 31, 2017.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except per share
data) |
|
2017 |
|
|
2016 |
|
|
2015 |
|
|
2014 |
|
|
2013 |
|
FOR THE YEAR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
4,341,955 |
|
|
$ |
4,220,702 |
|
|
$ |
4,113,239 |
|
|
$ |
3,944,540 |
|
|
$ |
3,743,330 |
|
Gross profit |
|
|
1,065,659 |
|
|
|
1,034,584 |
|
|
|
1,007,357 |
|
|
|
956,402 |
|
|
|
899,253 |
|
Operating income |
|
|
353,874 |
|
|
|
345,632 |
|
|
|
336,748 |
|
|
|
305,747 |
|
|
|
271,209 |
|
Net income |
|
|
257,290 |
|
|
|
235,983 |
|
|
|
226,524 |
|
|
|
208,702 |
|
|
|
187,719 |
|
Less: net income attributable to non-controlling interest |
|
|
49,069 |
|
|
|
53,173 |
|
|
|
53,595 |
|
|
|
57,315 |
|
|
|
59,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Watsco, Inc. |
|
$ |
208,221 |
|
|
$ |
182,810 |
|
|
$ |
172,929 |
|
|
$ |
151,387 |
|
|
$ |
127,723 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share for Common and Class B common stock |
|
$ |
5.81 |
|
|
$ |
5.15 |
|
|
$ |
4.90 |
|
|
$ |
4.32 |
|
|
$ |
3.68 |
|
Cash dividends per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
$ |
4.60 |
|
|
$ |
3.60 |
|
|
$ |
2.80 |
|
|
$ |
2.00 |
|
|
$ |
1.15 |
|
Class B common stock |
|
$ |
4.60 |
|
|
$ |
3.60 |
|
|
$ |
2.80 |
|
|
$ |
2.00 |
|
|
$ |
1.15 |
|
Weighted-average Common and Class B common shares outstandingDiluted |
|
|
32,863 |
|
|
|
32,617 |
|
|
|
32,480 |
|
|
|
32,359 |
|
|
|
32,258 |
|
AT YEAR END |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
2,046,877 |
|
|
$ |
1,874,649 |
|
|
$ |
1,788,442 |
|
|
$ |
1,791,067 |
|
|
$ |
1,669,531 |
|
Total long-term obligations |
|
$ |
22,085 |
|
|
$ |
235,642 |
|
|
$ |
245,814 |
|
|
$ |
303,885 |
|
|
$ |
230,557 |
|
Total shareholders equity |
|
$ |
1,550,977 |
|
|
$ |
1,251,748 |
|
|
$ |
1,203,721 |
|
|
$ |
1,132,039 |
|
|
$ |
1,127,392 |
|
Number of employees |
|
|
5,200 |
|
|
|
5,050 |
|
|
|
4,950 |
|
|
|
4,950 |
|
|
|
4,750 |
|
WATSCO, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This Annual Report on Form
10-K 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, 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 managements 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; |
|
|
|
competitive factors within the HVAC/R industry; |
|
|
|
effects of supplier concentration; |
|
|
|
fluctuations in certain commodity costs; |
|
|
|
new housing starts and completions; |
|
|
|
capital spending in the commercial construction market; |
|
|
|
access to liquidity needed for operations; |
|
|
|
seasonal nature of product sales; |
|
|
|
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 this Annual Report on Form 10-K, 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 information contained in Item 1A, Risk Factors and the consolidated
financial statements, including the notes thereto, included under Item 8, Financial Statements and Supplementary Data of this Annual Report on Form 10-K for the year ended December 31, 2017.
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 December 31, 2017, we operated from 560 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, which are payable mostly under non-cancelable operating leases.
Sales of residential central air conditioners, heating equipment, and parts and supplies are seasonal. Furthermore, results of operations can be impacted
favorably or unfavorably based on weather patterns, primarily during the Summer and Winter selling seasons. Demand related to the residential central air conditioning replacement market is typically highest in the second and third quarters, and
demand for heating equipment is usually highest in the fourth quarter. Demand related to the new construction market is fairly evenly distributed throughout the year, subject to weather and economic conditions, including their effect on the number
of housing completions.
Joint Ventures with Carrier Corporation
In 2009, we formed a joint venture with Carrier Corporation (Carrier), which we refer to as Carrier Enterprise I, in which Carrier contributed 95
of its company-owned locations in 13 Sun Belt states and Puerto Rico, and its export division in Miami, Florida, and we contributed 15 locations that distributed Carrier products. In July 2012, we exercised our option to acquire an additional 10%
ownership 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.
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 Carriers 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 purchased an additional 10% ownership 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%.
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
Managements discussion and analysis of financial condition and results of operations is based upon the consolidated financial statements, which have been
prepared in accordance with U.S. generally accepted accounting principles. The preparation of these consolidated 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 consolidated 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 significant accounting policies are discussed in Note 1 to our audited consolidated financial statements included with this Annual Report on Form
10-K. Management believes that the following accounting policies include a higher degree of judgment and/or complexity and, thus, are considered to be critical accounting policies. Management has discussed the development and selection of critical
accounting policies with the Audit Committee of the Board of Directors and the Audit Committee has reviewed the disclosures relating to them.
Allowance for Doubtful Accounts
An allowance for doubtful accounts is maintained for estimated losses resulting from the inability of customers to make required payments. We typically do not
require our customers to provide collateral. Accounting for doubtful accounts contains uncertainty because management must use judgment to assess the collectability of these accounts. When preparing these estimates, management considers several
factors, including the aging of a customers account, past transactions with customers, creditworthiness of specific customers, historical trends and other information. Our business is seasonal and our customers businesses are also
seasonal. Sales are lowest during the first and fourth quarters, and past due accounts receivable balances as a percentage of total trade receivables generally increase during these quarters. We review our accounts receivable reserve policy
periodically, reflecting current risks, trends, and changes in industry conditions.
The allowance for doubtful accounts was $6.1 million and $6.2 million
at December 31, 2017 and 2016, respectively, a decrease of $0.1 million. Accounts receivable balances greater than 90 days past due as a percent of accounts receivable at December 31, 2017 decreased to 1.3% from 1.6% at December 31,
2016. These decreases were primarily attributable to an improvement in the underlying quality of our accounts receivable portfolio at December 31, 2017.
Although we believe the allowance for doubtful accounts is sufficient, a decline in economic conditions could lead to the deterioration in the financial
condition of our customers, resulting in an impairment of their ability to make payments and requiring additional allowances that could materially impact our consolidated results of operations. We believe our exposure to customer credit risk is
limited due to the large number of customers comprising our customer base and their dispersion across many different geographical regions. Additionally, we mitigate credit risk through credit insurance programs.
Inventory Valuation Reserves
Inventory valuation
reserves are established to report inventories at the lower of cost using the weighted-average and the first-in, first-out methods, or net realizable value. As part of the valuation process, inventories are adjusted to reflect excess, slow-moving,
and damaged goods. The valuation process contains uncertainty because management must make estimates and use judgment to determine the future salability of inventories. Inventory policies are reviewed periodically, reflecting current risks, trends,
and changes in industry conditions. A reserve for estimated inventory shrinkage is also maintained and reflects the results of cycle count programs and physical inventories. When preparing these estimates, management considers historical results,
inventory levels, and current operating trends.
Valuation of Goodwill, Indefinite Lived Intangible Assets and Long-Lived Assets
The recoverability of goodwill is evaluated at least annually and when events or changes in circumstances indicate that the carrying amount may not be
recoverable. We have one reporting unit that is subject to goodwill impairment testing. In performing the goodwill impairment test, we use a two-step approach. The first step compares the reporting units fair value to its carrying value. If
the carrying value exceeds the fair value, a second step is performed to measure the amount of impairment loss, if any. The identification and measurement of goodwill impairment involves the estimation of the fair value of our reporting unit and
contains uncertainty because management must use judgment in determining appropriate assumptions to be used in the measurement of fair value. On January 1, 2018, we performed our annual evaluation of goodwill impairment and determined that the
estimated fair value of our reporting unit significantly exceeded its carrying value.
The recoverability of indefinite lived intangibles and long-lived
assets are also evaluated on an annual basis or more often if deemed necessary. Indefinite lived intangibles and long-lived assets not subject to amortization are assessed for impairment by comparing the fair value of the intangible asset or
long-lived asset to its carrying amount to determine if a write-down to fair value is required. Our annual evaluation did not indicate any impairment of indefinite lived intangibles or long-lived assets.
The estimates of fair value of our reporting unit, indefinite lived intangibles, and long-lived assets are based on the best information available as of the
date of the assessment and incorporates managements assumptions about expected future cash flows and contemplates other valuation techniques. Future cash flows can be affected by changes in the industry, a declining economic environment, or
market conditions. There have been no events or circumstances from the date of our assessments that would have had an impact on this conclusion. The carrying amounts of goodwill, intangibles, and long-lived assets were $611.3 million and $538.3
million at December 31, 2017 and 2016, respectively. Although no impairment losses have been recorded to date, there can be no assurance that impairments will not occur in the future. An adjustment to the carrying value of goodwill,
intangibles, and long-lived assets could materially adversely impact the consolidated results of operations.
Self-Insurance Reserves
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 self-insurance reserves are adequate. If actual claims or adverse development of loss reserves
occur and exceed these estimates, additional reserves may be required and could materially impact the consolidated results of operations. The estimation process contains uncertainty since management must use judgment to estimate the ultimate cost
that will be incurred to settle reported claims and unreported claims for incidents incurred but not reported as of the balance sheet date. Reserves in the amounts of $2.3 million and $3.0 million at December 31, 2017 and 2016, respectively,
were established related to such insurance programs.
Income Taxes
Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial reporting basis and the tax basis of assets and liabilities at enacted tax rates expected to be in effect when such amounts are recovered or settled. The use of estimates by management
is required to determine income tax expense, deferred tax assets, and any related valuation allowance and deferred tax liabilities. No valuation allowance was recorded at December 31, 2017 or 2016. The valuation allowance is based on estimates
of future taxable income by jurisdiction in which the deferred tax assets will be recoverable. These estimates can be affected by several factors, including changes to tax laws, or possible tax audits, or general economic conditions, or competitive
pressures that could affect future taxable income. Although management believes that the estimates are reasonable, the deferred tax asset and any related valuation allowance will need to be adjusted if managements estimates of future taxable
income differ from actual taxable income. An adjustment to the deferred tax asset and any related valuation allowance could materially impact the consolidated results of operations.
New Accounting Standards
Refer to Note 1 to our
audited consolidated financial statements included in this Annual Report on Form 10-K for a discussion of recently adopted and to be adopted accounting standards.
Results of Operations
The following table summarizes
information derived from our audited consolidated statements of income, expressed as a percentage of revenues, for the years ended December 31, 2017, 2016 and 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
Revenues |
|
|
100.0 |
% |
|
|
100.0 |
% |
|
|
100.0 |
% |
Cost of sales |
|
|
75.5 |
|
|
|
75.5 |
|
|
|
75.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
24.5 |
|
|
|
24.5 |
|
|
|
24.5 |
|
Selling, general and administrative expenses |
|
|
16.5 |
|
|
|
16.3 |
|
|
|
16.3 |
|
Other income |
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
8.2 |
|
|
|
8.2 |
|
|
|
8.2 |
|
Interest expense, net |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
8.0 |
|
|
|
8.1 |
|
|
|
8.1 |
|
Income taxes |
|
|
2.1 |
|
|
|
2.5 |
|
|
|
2.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
5.9 |
|
|
|
5.6 |
|
|
|
5.5 |
|
Less: net income attributable to non-controlling interest |
|
|
1.1 |
|
|
|
1.3 |
|
|
|
1.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Watsco, Inc. |
|
|
4.8 |
% |
|
|
4.3 |
% |
|
|
4.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Note: Due to rounding, percentages may not add up to 100.
The following narratives reflect our approximate 35% ownership interest in Russell Sigler, Inc. (RSI) purchased in June 2017, our additional 10%
ownership interest in Carrier Enterprise II, which became effective on February 13, 2017, and our additional 10% ownership interest in Carrier Enterprise II, which became effective on November 29, 2016. We did not make any material
acquisitions of businesses during 2017, 2016 or 2015.
In the following narratives, computations and other information referring to same-store basis exclude
the effects of locations acquired or locations opened or closed during the immediately preceding 12 months, unless they are within close geographical proximity to existing locations. At December 31, 2017 and 2016, 35 and 21 locations,
respectively, were excluded from same-store basis information. The table below summarizes the changes in our locations for 2017 and 2016:
|
|
|
|
|
|
|
Number of Locations |
|
December 31, 2015 |
|
|
566 |
|
Opened |
|
|
10 |
|
Closed |
|
|
(11 |
) |
|
|
|
|
|
December 31, 2016 |
|
|
565 |
|
Opened |
|
|
15 |
|
Closed |
|
|
(20 |
) |
|
|
|
|
|
December 31, 2017 |
|
|
560 |
|
|
|
|
|
|
2017 Compared to 2016
Revenues
Revenues for 2017 increased $121.3 million, or
3%, to $4,342.0 million, including $5.7 million from locations opened during the preceding 12 months, offset by $24.5 million from locations closed. On a same-store basis, revenues increased $140.1 million, or 3%, as compared to 2016, reflecting a
4% increase in sales of HVAC equipment (67% of sales), which included a 5% increase in residential HVAC equipment and a 2% increase in commercial HVAC equipment, a 1% increase in sales of other HVAC products (28% of sales), and flat sales of
commercial refrigeration products (5% of sales). The increase in revenues was primarily due to demand for the replacement of residential HVAC equipment.
Gross Profit
Gross profit for 2017 increased $31.1
million, or 3%, to $1,065.7 million, primarily as a result of increased revenues. Gross profit margin remained consistent at 24.5% in 2017 as compared to 2016.
Selling, General and Administrative Expenses
Selling,
general and administrative expenses for 2017 increased $26.7 million, or 4%, to $715.7 million, primarily due to increased revenues, additional sales and service-related headcount, and increased costs related to ongoing technology initiatives.
Selling, general and administrative expenses as a percentage of revenues for 2017 increased to 16.5% versus 16.3% in 2016.
Other Income
Other income of $3.9 million for 2017 represents our approximate 35% share of the net income of RSI, purchased in June 2017.
Operating Income
Operating income for 2017 increased
$8.2 million, or 2%, to $353.9 million. Operating margin remained consistent at 8.2% in 2017 as compared to 2016.
Interest Expense, Net
Interest expense, net, for 2017 increased $2.7 million, or 71%, to $6.4 million, primarily as a result of an increase in average outstanding borrowings and a
higher effective interest rate in 2017, in each case as compared to 2016.
Income Taxes
Income taxes decreased to $90.2 million for 2017, as compared to $105.9 million for 2016, 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 Watsco were 29.8% and 36.0% in 2017 and 2016,
respectively.
On December 22, 2017 Public Law 115-97 An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent
Resolution on the Budget for Fiscal Year 2018 was enacted. This law is commonly referred to as the Tax Cuts and Jobs Act of 2017 (the TCJA). The 2017 effective income tax rate attributable to us reflects a decrease in income
taxes due to the revaluation of our U.S. deferred income taxes, partially offset by an increase in income taxes related to previously undistributed earnings of our foreign subsidiaries because of the TCJA. The decrease in 2017s effective rate
also reflects higher share-based payment deductions in 2017 as compared to 2016. Refer to Note 7 to our audited consolidated financial statements included in this Annual Report on Form 10-K for further discussion of the TCJAs impact on
us.
We currently estimate our 2018 effective income tax rate attributable to Watsco will be approximately 24% to 25%,
and our 2018 effective income tax rate, net of taxes attributable to the non-controlling interest, to be approximately 21% to 22%, subject to the refinement of provisional adjustments related to the TCJA. The rate may also change due to additional
guidance and interpretations related to the TCJA, as well as the impact of the prospective tax related to certain global intangible low-taxed income of foreign subsidiaries. We anticipate some variability in the tax rate quarter to quarter in 2018
from potential discrete items.
Net Income Attributable to Watsco, Inc.
Net income attributable to Watsco in 2017 increased $25.4 million, or 14%, to $208.2 million. The increase was primarily driven by higher revenues and other
income, as discussed above, a reduction in income taxes, and increase in net income attributable to the non-controlling interest related to Carrier Enterprise II following our purchases of additional 10% ownership interests in both November 2016 and
February 2017.
2016 Compared to 2015
Revenues
Revenues for 2016 increased $107.5 million, or 3%, to $4,220.7 million, including $1.4 million from locations opened during the preceding 12 months,
offset by $18.4 million from locations closed. On a same-store basis, revenues increased $124.5 million, or 3%, as compared to 2015, reflecting a 3% increase in sales of HVAC equipment (66% of sales), which included a 4% increase in residential HVAC
equipment and a 1% increase in commercial HVAC equipment, a 1% increase in sales of other HVAC products (29% of sales), and a 6% increase in sales of commercial refrigeration products (5% of sales). The increase in revenues was primarily due to
demand for the replacement of residential HVAC equipment.
Gross Profit
Gross profit for 2016 increased $27.2 million, or 3%, to $1,034.6 million, primarily as a result of increased revenues. Gross profit margin remained consistent
at 24.5% in 2016 as compared to 2015.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for 2016 increased $18.3 million, or 3%, to $689.0 million, primarily due to increased revenues as well as $3.3
million of additional costs related to ongoing technology initiatives. Selling, general and administrative expenses as a percentage of revenues remained consistent at 16.3% in 2016 as compared to 2015.
Operating Income
Operating income for 2016 increased
$8.9 million, or 3%, to $345.6 million. Operating margin remained consistent at 8.2% in 2016 as compared to 2015.
Interest Expense, Net
Interest expense, net, for 2016 decreased $1.8 million, or 33%, to $3.7 million, primarily as a result of a decrease in average outstanding borrowings,
partially offset by a higher effective interest rate in 2016, in each case as compared to 2015.
Income Taxes
Income taxes increased to $105.9 million for 2016, as compared to $104.7 million for 2015, 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 Watsco were 36.0% and 37.0% in 2016 and 2015,
respectively. The decrease was primarily due to a $2.9 million benefit from share-based payment deductions in 2016.
Net Income Attributable to Watsco,
Inc.
Net income attributable to Watsco in 2016 increased $9.9 million, or 6%, to $182.8 million. The increase was primarily driven by higher revenues
and by a reduction in the net income attributable to the non-controlling interest related to Carrier Enterprise II following our purchase of an additional 10% ownership interest in Carrier Enterprise II in November 2016.
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 bank line of credit; |
|
|
|
the ability to attract long-term capital with satisfactory terms; |
|
|
|
acquisitions, including joint ventures and investments in unconsolidated entities; |
|
|
|
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 the issuance and sale of our Common stock.
As of December 31, 2017, we had $80.5 million of cash and cash equivalents, of which $75.9
million was held by foreign subsidiaries. The repatriation of cash balances from our foreign subsidiaries could have adverse tax consequences 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.
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.
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. Disruptions in the credit and capital markets could also result in increased borrowing costs and/or reduced borrowing capacity under our revolving credit agreement.
Working Capital
Working capital decreased to $920.9
million at December 31, 2017 from $925.3 million at December 31, 2016.
Cash Flows
The following table summarizes our cash flow activity for 2017 and 2016 (in millions):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
2017 |
|
|
2016 |
|
|
Change |
|
Cash flows provided by operating activities |
|
$ |
306.5 |
|
|
$ |
281.7 |
|
|
$ |
24.8 |
|
Cash flows used in investing activities |
|
$ |
(81.3 |
) |
|
$ |
(42.8 |
) |
|
$ |
(38.5 |
) |
Cash flows used in financing activities |
|
$ |
(202.1 |
) |
|
$ |
(217.9 |
) |
|
$ |
15.8 |
|
The individual items contributing to cash flow changes for the years presented are detailed in the audited consolidated
statements of cash flows contained in this Annual Report on Form 10-K.
Operating Activities
Net cash provided by operating activities increased primarily due to higher net income in 2017 as compared to 2016.
Investing Activities
Net cash used in investing
activities increased primarily due to the purchase of an ownership interest in RSI for $63.6 million, partially offset by a decrease in capital expenditures in 2017.
Financing Activities
Net cash used in financing activities decreased primarily due to $247.7 million in proceeds from the sale of Common stock used for repayments under our
revolving credit agreement, an increase in dividends paid, and higher distributions paid to the non-controlling interest in 2017.
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 $250.0 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 Form S-3 (File No. 333-207831).
During 2017, we sold 1,498,662 shares of Common stock under the ATM Program for net
proceeds of $247.7 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 of paid-in capital. 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.
Revolving Credit Agreement
We maintain an unsecured,
syndicated 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 decreased the borrowing capacity under this credit agreement from $600.0 million to $300.0 million. Included in the credit facility are a $90.0 million swingline
subfacility, a $10.0 million letter of credit subfacility and a $75.0 million multicurrency borrowing sublimit. The credit agreement matures on July 1, 2019.
Borrowings under the credit facility bear interest at either LIBOR-based rates plus a spread, which ranges from 87.5 to 250.0 basis-points (LIBOR plus 87.5
basis-points at December 31, 2017), depending on our ratio of total debt to EBITDA, or on rates based on the higher of the Prime rate or the Federal Funds Rate, in each case plus a spread which ranges from 0 to 150.0 basis-points (0
basis-points at December 31, 2017), 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 35.0 basis-points (12.5
basis-points at December 31, 2017).
At December 31, 2017 and 2016, $21.8 million and $235.3 million were outstanding under the revolving credit
agreement, respectively. The revolving credit agreement contains customary affirmative and negative covenants, including financial covenants with respect to consolidated leverage and interest coverage ratios, and other customary restrictions. We
believe we were in compliance with all covenants at December 31, 2017.
Contractual Obligations
As of December 31, 2017, our significant contractual obligations were as follows (in millions):
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due by Period |
|
Contractual Obligations |
|
2018 |
|
|
2019 |
|
|
2020 |
|
|
2021 |
|
|
2022 |
|
|
Thereafter |
|
|
Total |
|
Operating leases (1) |
|
$ |
69.1 |
|
|
$ |
51.7 |
|
|
$ |
36.1 |
|
|
$ |
22.4 |
|
|
$ |
13.0 |
|
|
$ |
5.8 |
|
|
$ |
198.1 |
|
Purchase obligations (2) |
|
|
11.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
80.1 |
|
|
$ |
51.7 |
|
|
$ |
36.1 |
|
|
$ |
22.4 |
|
|
$ |
13.0 |
|
|
$ |
5.8 |
|
|
$ |
209.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Represents future minimum payments associated with real property, equipment, and vehicles under non-cancelable operating leases. We are committed to pay a portion of the actual operating expenses under certain of
these lease agreements, and these operating expenses are excluded from the table above. |
(2) |
Purchase obligations include amounts committed under purchase orders for goods with defined terms as to price, quantity, and delivery. Purchase orders made in the ordinary course of business that are cancelable are
excluded from the above table. Any amounts for which we are liable under purchase orders for goods received are reflected in Accounts Payable in our audited consolidated balance sheets and are excluded from the above table. |
We have not included in the contractual obligations table above approximately $3.5 million of net liabilities for unrecognized tax benefits relating to
various tax positions we have taken, the timing of which is uncertain.
Commercial obligations outstanding at December 31, 2017 under our revolving credit agreement consisted of
borrowings totaling $21.8 million with revolving maturities of seven days.
Off-Balance Sheet Arrangements
Refer to Note 13 to our audited consolidated financial statements, under the caption Off-Balance Sheet Financial Instruments, for a discussion of
standby letters of credit and performance bonds for which we were contingently liable under at December 31, 2017. Such discussion is incorporated herein by reference.
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, which we subsequently repaid using a portion of the proceeds from the ATM program.
Investment in Unconsolidated Entity
On June 21,
2017, Carrier Enterprise I acquired an approximately 35% 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. Carrier Enterprise I entered into a shareholders agreement (the Shareholders Agreement) with RSI and its shareholders. Pursuant to the Shareholders Agreement, RSIs 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. RSIs 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 RSIs outstanding common stock, it has the right, but not the obligation, to purchase from RSIs shareholders the remaining outstanding shares of RSI common stock. 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.
Acquisitions
We continually evaluate potential acquisitions, including joint ventures and investments in unconsolidated entities, 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 $4.60, $3.60 and $2.80 per share of Common stock and Class B common stock in 2017, 2016 and 2015, respectively. On
January 2, 2018, our Board of Directors declared a regular quarterly cash dividend of $1.25 per share of Common and Class B common stock that was paid on January 31, 2018 to shareholders of record as of January 16, 2018. On
February 6, 2018, our Board of Directors approved an increase to the quarterly cash dividend per share of Common and Class B common stock to $1.45 per share from $1.25 per share, beginning with the dividend that will be paid in April 2018.
Future dividends and/or 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 managements discretion, of up to 7,500,000 shares of common stock in the open
market or via private transactions. Shares repurchased under the program are accounted for using the cost method and result in a reduction of shareholders equity. No shares were repurchased during 2017, 2016 or 2015. 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 December 31, 2017, there were 1,129,087 shares remaining authorized for repurchase under the program.
Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risks, including fluctuations in foreign currency exchange rates and interest rates. To manage certain of these exposures, we use
derivative instruments, including forward and option contracts and swaps. We use derivative instruments as risk management tools and not for trading purposes.
Foreign Currency Exposure
We are exposed to cash flow
and earnings fluctuations resulting from currency exchange rate variations. These exposures are transactional and translational in nature. The foreign currency exchange rates to which we are exposed are the Canadian dollar and Mexican peso. Revenues
in these markets accounted for 6% and 4%, respectively, of our total revenues for 2017.
Our transactional exposure primarily relates to purchases by our
Canadian operations in currencies other than their local currency. To mitigate the impact of currency exchange rate movements on these purchases, we use foreign currency forward contracts. By entering into these foreign currency forward contracts,
we lock in exchange rates that would otherwise cause losses should the U.S. dollar strengthen and gains should the U.S. dollar weaken, in each case against the Canadian dollar. The total notional value of our foreign exchange contracts as of
December 31, 2017 was $40.7 million, and such contracts have varying terms expiring through September 2018. For the year ended December 31, 2017, foreign currency transaction gains and losses did not have a material impact on our results
of operations.
We have exposure related to the translation of financial statements of our Canadian operations into U.S. dollars, our functional currency.
We do not currently hold any derivative contracts that hedge our foreign currency translational exposure. A 10% change in the Canadian dollar would have had an estimated $1.7 million impact to net income for the year ended December 31, 2017.
Historically, fluctuations in these exchange rates have not materially impacted our results of operations. Our exposure to currency rate fluctuations
could be material in the future if these fluctuations become significant or if our Canadian and Mexican markets grow and represent a larger percentage of our total revenues.
See Note 14 to our audited consolidated financial statements included in this Annual Report on Form 10-K for further information on our derivative
instruments.
Interest Rate Exposure
Our revolving
credit facility exposes us to interest rate risk because borrowings thereunder accrue interest at one or more variable interest rates. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash
flows and to lower overall borrowing costs. To achieve these objectives, we have historically entered into interest rate swap agreements with financial institutions that have investment grade credit ratings, thereby minimizing credit risk associated
with these instruments. We do not currently hold any such swap agreements or any other derivative contracts that hedge our interest rate exposure, but we may enter into such instruments in the future.
We have evaluated our exposure to interest rates based on the amount of variable debt outstanding under our revolving credit agreement at December 31,
2017 and determined that a 100 basis-point change in interest rates would result in an impact to income before taxes of approximately $0.2 million. See Note 6 to our audited consolidated financial statements included in this Annual Report on Form
10-K for further information about our debt.
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act
Rules 13a-15(f). Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the reliability of financial reporting and the preparation and fair presentation of our published
consolidated financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer, Senior Vice President and Chief Financial Officer,
we conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2017. The assessment was based on criteria established in the framework Internal Control Integrated Framework
(2013), issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Based on this assessment under the COSO framework, our management concluded that our internal control over financial reporting was
effective as of December 31, 2017. The effectiveness of our internal control over financial reporting as of December 31, 2017 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report that is
included herein.
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Watsco, Inc.:
Opinion on Internal Control Over Financial Reporting
We
have audited Watsco, Inc. and subsidiaries (the Company) internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based
on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated
balance sheets of the Company as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, shareholders equity, and cash flows for each of the years in the three-year period ended
December 31, 2017, and the related notes (collectively, the consolidated financial statements), and our report dated March 1, 2018 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Companys management is
responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control Over
Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of
Internal Control Over Financial Reporting
A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
Miami, Florida
March 1, 2018
Certified Public Accountants
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Watsco, Inc.:
Opinion on the Consolidated Financial Statements
We have
audited the accompanying consolidated balance sheets of Watsco, Inc. and subsidiaries (the Company) as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, shareholders
equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively, the consolidated financial statements). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the
Companys internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission, and our report dated March 1, 2018 expressed an unqualified opinion on the effectiveness of the Companys internal control over financial reporting.
Basis for Opinion
These consolidated financial
statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our
audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable
basis for our opinion.
We have served as the Companys auditor since 2009.
Miami, Florida
March 1, 2018
Certified Public Accountants
WATSCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
(In thousands, except per share data) |
|
2017 |
|
|
2016 |
|
|
2015 |
|
Revenues |
|
$ |
4,341,955 |
|
|
$ |
4,220,702 |
|
|
$ |
4,113,239 |
|
Cost of sales |
|
|
3,276,296 |
|
|
|
3,186,118 |
|
|
|
3,105,882 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
1,065,659 |
|
|
|
1,034,584 |
|
|
|
1,007,357 |
|
Selling, general and administrative expenses |
|
|
715,671 |
|
|
|
688,952 |
|
|
|
670,609 |
|
Other income |
|
|
3,886 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
353,874 |
|
|
|
345,632 |
|
|
|
336,748 |
|
Interest expense, net |
|
|
6,363 |
|
|
|
3,713 |
|
|
|
5,547 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
347,511 |
|
|
|
341,919 |
|
|
|
331,201 |
|
Income taxes |
|
|
90,221 |
|
|
|
105,936 |
|
|
|
104,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
257,290 |
|
|
|
235,983 |
|
|
|
226,524 |
|
Less: net income attributable to non-controlling interest |
|
|
49,069 |
|
|
|
53,173 |
|
|
|
53,595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Watsco, Inc. |
|
$ |
208,221 |
|
|
$ |
182,810 |
|
|
$ |
172,929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share for Common and Class B common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
5.81 |
|
|
$ |
5.16 |
|
|
$ |
4.91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
5.81 |
|
|
$ |
5.15 |
|
|
$ |
4.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
WATSCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
(In thousands) |
|
2017 |
|
|
2016 |
|
|
2015 |
|
Net income |
|
$ |
257,290 |
|
|
$ |
235,983 |
|
|
$ |
226,524 |
|
Other comprehensive gain (loss), net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
|
15,993 |
|
|
|
6,211 |
|
|
|
(39,378 |
) |
Unrealized (loss) gain on cash flow hedging instruments |
|
|
(702 |
) |
|
|
(965 |
) |
|
|
2,713 |
|
Reclassification of (gain) loss on cash flow hedging instruments into earnings |
|
|
(358 |
) |
|
|
323 |
|
|
|
(1,993 |
) |
Unrealized (loss) gain on available-for-sale securities |
|
|
(15 |
) |
|
|
14 |
|
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive gain (loss) |
|
|
14,918 |
|
|
|
5,583 |
|
|
|
(38,666 |
) |
Comprehensive income |
|
|
272,208 |
|
|
|
241,566 |
|
|
|
187,858 |
|
Less: comprehensive income attributable to non-controlling interest |
|
|
54,678 |
|
|
|
55,382 |
|
|
|
38,086 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income attributable to Watsco, Inc. |
|
$ |
217,530 |
|
|
$ |
186,184 |
|
|
$ |
149,772 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
WATSCO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
(In thousands, except share and per share
data) |
|
2017 |
|
|
2016 |
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
80,496 |
|
|
$ |
56,010 |
|
Accounts receivable, net |
|
|
478,133 |
|
|
|
475,974 |
|
Inventories |
|
|
761,314 |
|
|
|
685,011 |
|
Other current assets |
|
|
17,454 |
|
|
|
23,161 |
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
1,337,397 |
|
|
|
1,240,156 |
|
|
|
|
|
|
|
|
|
|
Property and equipment, net |
|
|
91,198 |
|
|
|
90,502 |
|
Goodwill |
|
|
382,729 |
|
|
|
379,737 |
|
Intangible assets, net |
|
|
161,065 |
|
|
|
158,564 |
|
Other assets |
|
|
74,488 |
|
|
|
5,690 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,046,877 |
|
|
$ |
1,874,649 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Current portion of other long-term obligations |
|
$ |
244 |
|
|
$ |
200 |
|
Accounts payable |
|
|
230,476 |
|
|
|
185,482 |
|
Accrued expenses and other current liabilities |
|
|
185,757 |
|
|
|
129,206 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
416,477 |
|
|
|
314,888 |
|
|
|
|
|
|
|
|
|
|
Long-term obligations: |
|
|
|
|
|
|
|
|
Borrowings under revolving credit agreement |
|
|
21,800 |
|
|
|
235,294 |
|
Other long-term obligations, net of current portion |
|
|
285 |
|
|
|
348 |
|
|
|
|
|
|
|
|
|
|
Total long-term obligations |
|
|
22,085 |
|
|
|
235,642 |
|
|
|
|
|
|
|
|
|
|
Deferred income taxes and other liabilities |
|
|
57,338 |
|
|
|
72,371 |
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Watsco, Inc. shareholders equity: |
|
|
|
|
|
|
|
|
Common stock, $0.50 par value, 60,000,000 shares authorized; 36,825,128 and 36,682,562 shares
outstanding at December 31, 2017 and 2016, respectively |
|
|
18,412 |
|
|
|
18,341 |
|
Class B common stock, $0.50 par value, 10,000,000 shares authorized; 5,275,838 and 5,218,754
shares outstanding at December 31, 2017 and 2016, respectively |
|
|
2,638 |
|
|
|
2,610 |
|
Preferred stock, $0.50 par value, 10,000,000 shares authorized; no shares issued |
|
|
|
|
|
|
|
|
Paid-in capital |
|
|
804,008 |
|
|
|
592,350 |
|
Accumulated other comprehensive loss, net of tax |
|
|
(34,221 |
) |
|
|
(43,530 |
) |
Retained earnings |
|
|
594,556 |
|
|
|
550,482 |
|
Treasury stock, at cost, 4,823,988 and 6,322,650 shares of Common stock and 48,263 and 48,263
shares of Class B common stock at December 31, 2017 and 2016, respectively |
|
|
(87,440 |
) |
|
|
(114,425 |
) |
|
|
|
|
|
|
|
|
|
Total Watsco, Inc. shareholders equity |
|
|
1,297,953 |
|
|
|
1,005,828 |
|
Non-controlling interest |
|
|
253,024 |
|
|
|
245,920 |
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
1,550,977 |
|
|
|
1,251,748 |
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,046,877 |
|
|
$ |
1,874,649 |
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
WATSCO, INC. AND SUBSIDIARIES
CONSOLIDATED 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, 2014 |
|
|
35,006,621 |
|
|
$ |
20,689 |
|
|
$ |
580,564 |
|
|
$ |
(23,747 |
) |
|
$ |
420,879 |
|
|
$ |
(114,425 |
) |
|
$ |
248,079 |
|
|
$ |
1,132,039 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
172,929 |
|
|
|
|
|
|
|
53,595 |
|
|
|
226,524 |
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(23,157 |
) |
|
|
|
|
|
|
|
|
|
|
(15,509 |
) |
|
|
(38,666 |
) |
Issuances of non-vested restricted shares of common stock |
|
|
200,479 |
|
|
|
100 |
|
|
|
(100 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeitures of non-vested restricted shares of common stock |
|
|
(5,000 |
) |
|
|
(2 |
) |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock contribution to 401(k) plan |
|
|
18,343 |
|
|
|
9 |
|
|
|
1,954 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,963 |
|
Stock issuances from exercise of stock options and employee stock purchase plan |
|
|
124,262 |
|
|
|
62 |
|
|
|
8,570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,632 |
|
Retirement of common stock |
|
|
(33,212 |
) |
|
|
(17 |
) |
|
|
(4,123 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,140 |
) |
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
13,233 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,233 |
|
Excess tax benefit from share-based compensation |
|
|
|
|
|
|
|
|
|
|
2,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,422 |
|
Cash dividends declared and paid on Common and Class B common stock, $2.80 per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(98,532 |
) |
|
|
|
|
|
|
|
|
|
|
(98,532 |
) |
Distributions to non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(39,754 |
) |
|
|
(39,754 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2015 |
|
|
35,311,493 |
|
|
|
20,841 |
|
|
|
602,522 |
|
|
|
(46,904 |
) |
|
|
495,276 |
|
|
|
(114,425 |
) |
|
|
246,411 |
|
|
|
1,203,721 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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, 2015 |
|
|
35,311,493 |
|
|
|
20,841 |
|
|
|
602,522 |
|
|
|
(46,904 |
) |
|
|
495,276 |
|
|
|
(114,425 |
) |
|
|
246,411 |
|
|
|
1,203,721 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
182,810 |
|
|
|
|
|
|
|
53,173 |
|
|
|
235,983 |
|
Other comprehensive gain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,374 |
|
|
|
|
|
|
|
|
|
|
|
2,209 |
|
|
|
5,583 |
|
Issuances of non-vested restricted shares of common stock |
|
|
183,144 |
|
|
|
92 |
|
|
|
(92 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeitures of non-vested restricted shares of common stock |
|
|
(26,000 |
) |
|
|
(13 |
) |
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock contribution to 401(k) plan |
|
|
20,045 |
|
|
|
10 |
|
|
|
2,338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,348 |
|
Stock issuances from exercise of stock options and employee stock purchase plan |
|
|
72,482 |
|
|
|
36 |
|
|
|
5,660 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,696 |
|
Retirement of common stock |
|
|
(30,761 |
) |
|
|
(15 |
) |
|
|
(4,003 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,018 |
) |
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
11,848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,848 |
|
Cash dividends declared and paid on Common and Class B common stock, $3.60 per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(127,604 |
) |
|
|
|
|
|
|
|
|
|
|
(127,604 |
) |
Decrease in non-controlling interest in Carrier Enterprise II |
|
|
|
|
|
|
|
|
|
|
(25,936 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(16,973 |
) |
|
|
(42,909 |
) |
Distributions to non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38,900 |
) |
|
|
(38,900 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2016 |
|
|
35,530,403 |
|
|
|
20,951 |
|
|
|
592,350 |
|
|
|
(43,530 |
) |
|
|
550,482 |
|
|
|
(114,425 |
) |
|
|
245,920 |
|
|
|
1,251,748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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, 2016 |
|
|
35,530,403 |
|
|
|
20,951 |
|
|
|
592,350 |
|
|
|
(43,530 |
) |
|
|
550,482 |
|
|
|
(114,425 |
) |
|
|
245,920 |
|
|
|
1,251,748 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
208,221 |
|
|
|
|
|
|
|
49,069 |
|
|
|
257,290 |
|
Other comprehensive gain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,309 |
|
|
|
|
|
|
|
|
|
|
|
5,609 |
|
|
|
14,918 |
|
Issuances of non-vested restricted shares of common stock |
|
|
176,899 |
|
|
|
88 |
|
|
|
(88 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeitures of non-vested restricted shares of common stock |
|
|
(10,000 |
) |
|
|
(5 |
) |
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock contribution to 401(k) plan |
|
|
16,389 |
|
|
|
8 |
|
|
|
2,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,428 |
|
Stock issuances from exercise of stock options and employee stock purchase plan |
|
|
49,166 |
|
|
|
24 |
|
|
|
5,263 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,287 |
|
Retirement of common stock |
|
|
(32,804 |
) |
|
|
(16 |
) |
|
|
(4,701 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,717 |
) |
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
13,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,536 |
|
Net proceeds from the sale of Common stock |
|
|
1,498,662 |
|
|
|
|
|
|
|
220,448 |
|
|
|
|
|
|
|
|
|
|
|
26,985 |
|
|
|
|
|
|
|
247,433 |
|
Cash dividends declared and paid on Common and Class B common stock, $4.60 per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(164,147 |
) |
|
|
|
|
|
|
|
|
|
|
(164,147 |
) |
Investment in unconsolidated entity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,720 |
|
|
|
12,720 |
|
Decrease in non-controlling interest in Carrier Enterprise II |
|
|
|
|
|
|
|
|
|
|
(25,225 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(17,463 |
) |
|
|
(42,688 |
) |
Distributions to non-controlling interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(42,831 |
) |
|
|
(42,831 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2017 |
|
|
37,228,715 |
|
|
$ |
21,050 |
|
|
$ |
804,008 |
|
|
$ |
(34,221 |
) |
|
$ |
594,556 |
|
|
$ |
(87,440 |
) |
|
$ |
253,024 |
|
|
$ |
1,550,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
WATSCO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
(In thousands) |
|
2017 |
|
|
2016 |
|
|
2015 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
257,290 |
|
|
$ |
235,983 |
|
|
$ |
226,524 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
22,033 |
|
|
|
20,066 |
|
|
|
19,117 |
|
Share-based compensation |
|
|
13,293 |
|
|
|
12,319 |
|
|
|
12,596 |
|
Deferred income tax (benefit) provision |
|
|
(10,735 |
) |
|
|
2,720 |
|
|
|
4,687 |
|
Provision for doubtful accounts |
|
|
1,991 |
|
|
|
3,487 |
|
|
|
2,688 |
|
Non-cash contribution to 401(k) plan |
|
|
2,428 |
|
|
|
2,348 |
|
|
|
1,963 |
|
Other income from investment in unconsolidated entity |
|
|
(3,886 |
) |
|
|
|
|
|
|
|
|
Loss (gain) on sale of property and equipment |
|
|
115 |
|
|
|
(189 |
) |
|
|
(487 |
) |
Excess tax benefits from share-based compensation |
|
|
|
|
|
|
|
|
|
|
(2,422 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(1,676 |
) |
|
|
(26,941 |
) |
|
|
(26,121 |
) |
Inventories |
|
|
(73,403 |
) |
|
|
(9,729 |
) |
|
|
(3,652 |
) |
Accounts payable and other liabilities |
|
|
99,956 |
|
|
|
43,734 |
|
|
|
(11,760 |
) |
Other, net |
|
|
(886 |
) |
|
|
(2,067 |
) |
|
|
(285 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
306,520 |
|
|
|
281,731 |
|
|
|
222,848 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Investment in unconsolidated entity |
|
|
(63,600 |
) |
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(17,876 |
) |
|
|
(43,577 |
) |
|
|
(23,698 |
) |
Proceeds from sale of property and equipment |
|
|
168 |
|
|
|
744 |
|
|
|
760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(81,308 |
) |
|
|
(42,833 |
) |
|
|
(22,938 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net repayments under revolving credit agreement |
|
|
(213,494 |
) |
|
|
(10,006 |
) |
|
|
(56,256 |
) |
Dividends on Common and Class B common stock |
|
|
(164,147 |
) |
|
|
(127,604 |
) |
|
|
(98,532 |
) |
Purchase of additional ownership from non-controlling interest |
|
|
(42,688 |
) |
|
|
(42,909 |
) |
|
|
|
|
Distributions to non-controlling interest |
|
|
(42,831 |
) |
|
|
(38,900 |
) |
|
|
(39,754 |
) |
Repurchases of common stock to satisfy employee withholding tax obligations |
|
|
(4,674 |
) |
|
|
(3,975 |
) |
|
|
(1,465 |
) |
Net repayments of other long-term obligations |
|
|
(19 |
) |
|
|
(150 |
) |
|
|
(157 |
) |
Excess tax benefits from share-based compensation |
|
|
|
|
|
|
|
|
|
|
2,422 |
|
Net proceeds from issuances of common stock |
|
|
5,244 |
|
|
|
5,653 |
|
|
|
5,957 |
|
Proceeds from non-controlling interest for investment in unconsolidated entity |
|
|
12,720 |
|
|
|
|
|
|
|
|
|
Net proceeds from the sale of Common stock |
|
|
247,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(202,145 |
) |
|
|
(217,891 |
) |
|
|
(187,785 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate changes on cash and cash equivalents |
|
|
1,419 |
|
|
|
(226 |
) |
|
|
(1,343 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
24,486 |
|
|
|
20,781 |
|
|
|
10,782 |
|
Cash and cash equivalents at beginning of year |
|
|
56,010 |
|
|
|
35,229 |
|
|
|
24,447 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
$ |
80,496 |
|
|
$ |
56,010 |
|
|
$ |
35,229 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information (Note 19) |
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
WATSCO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share and per share data)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization, Consolidation and Presentation
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. At December 31, 2017, we operated from 560 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.
The consolidated financial statements 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.
Foreign Currency Translation and Transactions
The functional currency of our operations in Canada is the Canadian dollar. Foreign currency denominated assets and liabilities are translated into U.S.
dollars at the exchange rates in effect at the balance sheet date, and income and expense items are translated at the average exchange rates in effect during the applicable period. The aggregate effect of foreign currency translation is recorded in
accumulated other comprehensive loss in our consolidated balance sheets. Our net investment in our Canadian operations is recorded at the historical rate and the resulting foreign currency translation adjustments are included in accumulated other
comprehensive loss in our consolidated balance sheets. Gains or losses resulting from transactions denominated in U.S. dollars are recognized in earnings primarily within cost of sales in our consolidated statements of income.
Our operations in Mexico consider their functional currency to be the U.S. dollar because the majority of their transactions are denominated in U.S. dollars.
Gains or losses resulting from transactions denominated in Mexican pesos are recognized in earnings primarily within selling, general and administrative expenses in our consolidated statements of income.
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 2017 presentation. These reclassifications had no effect on net income or
earnings per share as previously reported.
Use of Estimates
The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses for the reporting period. Significant estimates
include valuation reserves for accounts receivable, inventories and income taxes, reserves related to self-insurance programs and the valuation of goodwill and indefinite lived intangible assets. While we believe that these estimates are reasonable,
actual results could differ from such estimates.
Cash Equivalents
All highly liquid instruments purchased with original maturities of three months or less are considered to be cash equivalents.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable primarily consist of trade receivables due from customers and are stated at the invoiced amount less an allowance for doubtful accounts. An
allowance for doubtful accounts is maintained for estimated losses resulting from the inability of customers to make required payments. When preparing these estimates, we consider a number of factors, including the aging of a customers
account, past transactions with customers, creditworthiness of specific customers, historical trends and other information. Upon determination that an account is uncollectible, the receivable balance is written off. At December 31, 2017 and
2016, the allowance for doubtful accounts totaled $6,049 and $6,169, respectively.
Inventories
Inventories consist of air conditioning, heating and refrigeration equipment and related parts and supplies and are valued at the lower of cost using the
weighted-average cost basis and the first-in, first-out methods, or net realizable value. As part of the valuation process, inventories are adjusted to reflect excess, slow-moving and damaged inventories at their estimated net realizable value.
Inventory policies are reviewed periodically, reflecting current risks, trends and changes in industry conditions. A reserve for estimated inventory shrinkage is also maintained to consider inventory shortages determined from cycle counts and
physical inventories.
Vendor Rebates
We have
arrangements with several vendors that provide rebates payable to us when we achieve any of a number of measures, generally related to the volume level of purchases. We account for such rebates as a reduction of inventory until we sell the product,
at which time such rebates are reflected as a reduction of cost of sales in our consolidated statements of income. Throughout the year, we estimate the amount of the rebate based on our estimate of purchases to date relative to the purchase levels
that mark our progress toward earning the rebates. We continually revise our estimates of earned vendor rebates based on actual purchase levels. At December 31, 2017 and 2016, we had $11,621 and $9,926, respectively, of rebates recorded as a
reduction of inventory. Substantially all vendor rebate receivables are collected within three months immediately following the end of the year.
Marketable Securities
Investments in marketable equity
securities are classified as available-for-sale and are included in other assets in our consolidated balance sheets. These equity securities are recorded at fair value using the specific identification method with unrealized holding gains and
losses, net of deferred taxes, included in accumulated other comprehensive loss within shareholders equity. Dividend and interest income are recognized in the statements of income when earned.
Property and Equipment
Property and equipment are stated
at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment is computed using the straight-line method. Buildings and improvements are depreciated or amortized over estimated useful lives ranging
from 3-40 years. Leasehold improvements are amortized over the shorter of the respective lease terms or estimated useful lives. Furniture and fixtures are depreciated over estimated useful lives ranging from 5-7 years. Estimated useful lives for
other depreciable assets range from 3-10 years.
Goodwill and Intangible Assets
Goodwill is recorded when the purchase price paid for an acquisition exceeds the fair value of the net identified tangible and intangible assets acquired. We
evaluate goodwill for impairment annually or more frequently when an event occurs or circumstances change that indicate that the carrying value may not be recoverable. We test goodwill for impairment by first comparing the fair value of our
reporting unit to its carrying value. If the fair value is determined to be less than the carrying value, a second step is performed to measure the amount of impairment loss. On January 1, 2018, we performed our annual evaluation of goodwill
impairment and determined that the estimated fair value of our reporting unit significantly exceeded its carrying value.
Intangible assets primarily
consist of the value of trade names and trademarks, distributor agreements, customer relationships and non-compete agreements. Indefinite lived intangibles not subject to amortization are assessed for impairment at least annually, or more frequently
if events or changes in circumstances indicate they may be impaired, by comparing the fair value of the intangible asset to its carrying amount to determine if a write-down to fair value is required. Finite lived intangible assets are amortized
using the straight-line method over their respective estimated useful lives.
We perform our annual impairment tests each year and have determined there
to be no impairment for any of the periods presented. There were no events or circumstances identified from the date of our assessment that would require an update to our annual impairment tests.
Long-Lived Assets
Long-lived assets, other than goodwill
and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Recoverability is evaluated by determining whether the amortization of the balance
over its remaining life can be recovered through undiscounted future operating cash flows. We measure the impairment loss based on projected discounted cash flows using a discount rate reflecting the average cost of funds and compared to the
assets carrying value. As of December 31, 2017 there were no such events or circumstances.
Fair Value Measurements
We carry various assets and liabilities at fair value in the consolidated balance sheets. Fair value is defined as the price that would be received for an
asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use
in pricing an asset or liability. Fair value measurements are classified based on the following fair value hierarchy:
|
|
|
Level 1 |
|
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide
pricing information on an ongoing basis. |
|
|
Level 2 |
|
Observable inputs other than Level 1 prices such as quoted prices in active markets for similar assets or liabilities; quoted prices in markets that are not active; or model-driven valuations or other inputs that are observable or
can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
|
|
Level 3 |
|
Unobservable inputs for the asset or liability. These inputs reflect our own assumptions about the assumptions a market participant would use in pricing the asset or liability. |
Revenue Recognition
Revenue primarily consists of sales of air conditioning, heating and refrigeration equipment and related parts and supplies and is recorded when shipment of
products or delivery of services has occurred. Substantially all customer returns relate to products that are returned under warranty obligations underwritten by manufacturers, effectively mitigating our risk of loss for customer returns. Taxes
collected from our customers and remitted to governmental authorities are presented in our consolidated statements of income on a net basis.
Advertising Costs
Advertising costs are expensed as
incurred. Advertising expense for the years ended December 31, 2017, 2016 and 2015, were $24,677, $22,242 and $21,150, respectively.
Shipping and
Handling
Shipping and handling costs associated with inbound freight are capitalized to inventories and relieved through cost of sales as inventories
are sold. Shipping and handling costs associated with the delivery of products is included in selling, general and administrative expenses. Shipping and handling costs included in selling, general and administrative expenses for the years ended
December 31, 2017, 2016 and 2015, were $47,670, $42,809 and $41,345, respectively.
Share-Based Compensation
The fair value of stock option and non-vested restricted stock awards are expensed net of estimated forfeitures on a straight-line basis over the vesting
period of the awards. Share-based compensation expense is included in selling, general and administrative expenses in our consolidated statements of income. Cash flows from the tax benefits resulting from tax deductions in excess of the compensation
expense recognized for those options (windfall tax benefits) were classified as financing cash flows for the year ended December 31, 2015. Tax benefits resulting from tax deductions in excess of share-based compensation expense realized in 2017
and 2016 are recognized in our provision for income taxes in the consolidated statements of income. Tax benefits resulting from tax deductions in excess of share-based compensation expense recognized were credited to paid-in capital in the
consolidated balance sheet for the year ended December 31, 2015.
Income Taxes
We record U.S. federal, state and foreign income taxes currently payable, as well as deferred taxes due to temporary differences between reporting income and
expenses for financial statement purposes versus tax purposes. Deferred tax assets and liabilities reflect the temporary differences between the financial statement and income tax basis of assets and liabilities. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates is recognized as income or expense in the period
that includes the enactment date. We and our eligible subsidiaries file a consolidated U.S. federal income tax return. As income tax returns are generally not filed until well after the closing process for the December 31 financial statements
is complete, the amounts recorded at December 31 reflect estimates of what the final amounts will be when the actual income tax returns are filed for that calendar year. In addition, estimates are often required with respect to, among other
things, the appropriate state income tax rates to use in the various states that we and our subsidiaries are required to file, the potential utilization of operating loss carryforwards and valuation allowances required, if any, for tax assets that
may not be realizable in the future.
We recognize the financial statement benefit of a tax position only after determining that the relevant tax
authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than
50% likelihood of being realized upon ultimate settlement with the relevant tax authority.
Earnings per Share
We compute earnings per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that
determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. Shares of our non-vested restricted stock are considered
participating securities because these awards contain a non-forfeitable right to dividends irrespective of whether the awards ultimately vest. Under the two-class method, earnings per common share for our Common and Class B common stock is computed
by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted-average number of shares of Common and Class B common stock outstanding for the period. In applying the
two-class method, undistributed earnings are allocated to Common stock, Class B common stock and participating securities based on the weighted-average shares outstanding during the period.
Diluted earnings per share reflects the dilutive effect of potential common shares from stock options. The dilutive effect of outstanding stock options is
computed using the treasury stock method, which assumes any proceeds that could be obtained upon the exercise of stock options, would be used to purchase common stock at the average market price for the period. The assumed proceeds include the
purchase price the optionee pays, the windfall tax benefit that we receive upon assumed exercise and the unrecognized compensation expense at the end of each period.
Derivative Instruments and Hedging Activity
We have used
derivative instruments, including forward and option contracts and swaps, to manage our exposure to fluctuations in foreign currency exchange rates and interest rates. The use of these derivative instruments modifies the exposure of these risks with
the intent to reduce the risk or cost to us. We use derivative instruments as risk management tools and not for trading purposes. All derivatives, whether designated as hedging relationships or not, are recorded on the balance sheet at fair value.
Cash flows from derivative instruments are classified in the consolidated statements of cash flows in the same category as the cash flows from the items subject to the designated hedge or undesignated (economic) hedge relationships. The hedging
designation may be classified as one of the following:
No Hedging Designation. The gain or loss on a derivative instrument not designated as an
accounting hedging instrument is recognized in earnings within selling, general and administrative expenses.
Cash Flow Hedge. A hedge of a
forecasted transaction or of the variability of cash flows to be received or paid related to a recognized asset or liability is considered a cash flow hedge. The effective portion of the change in the fair value of a derivative that is designated as
a cash flow hedge is recorded in other comprehensive income and reclassified to earnings as a component of cost of sales in the period for which the hedged transaction affects earnings. Ineffective portions of changes in the fair value of cash flow
hedges are recognized in earnings.
Fair Value Hedge. A hedge of a recognized asset or liability or an unrecognized firm commitment is considered a
fair value hedge. Fair value hedges, both the effective and ineffective portions of the changes in the fair value of the derivative, along with the gain or loss on the hedged item that is attributable to the hedged risk, are recorded in earnings.
See Note 14 for additional information pertaining to derivative instruments.
New 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 various
updates to this standard. The standard and its related amendments (collectively, the New Revenue Standard) are effective for interim and annual reporting periods beginning after December 15, 2017. The New Revenue Standard is
effective for us on January 1, 2018. We will adopt the New Revenue Standard using the modified retrospective approach.
The adoption of the New Revenue Standard will not have a material impact on the amount and timing of our revenue
recognition. The New Revenue Standard requires ongoing incremental disclosures, including the disaggregation of revenue into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic
factors.
Measurement of Inventory
In July 2015, the
FASB issued guidance that simplifies the measurement of inventory by replacing the lower of cost or market test with a lower of cost and net realizable value test. The guidance applies to all inventory that is measured using first-in, first-out or
average cost methods. This guidance must be applied prospectively and became effective for interim and annual reporting periods beginning after December 15, 2016. The adoption of this guidance did not have a material impact on our consolidated
financial statements.
Classification of Deferred Taxes
In November 2015, the FASB issued guidance that requires deferred tax assets and liabilities to be classified as noncurrent in a classified balance sheet. This
guidance may be applied either prospectively or retrospectively and became effective for interim and annual reporting periods beginning after December 15, 2016. The adoption of this guidance on January 1, 2017 using the prospective
approach did not have a material impact on our consolidated financial statements.
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 for changes in the fair value of equity investments, with certain exceptions, to be recognized through net income rather than other comprehensive income. This guidance will be applied
using a modified retrospective approach through a cumulative-effect adjustment to retained earnings and is effective for interim and annual periods beginning after December 15, 2017. A cumulative-effect adjustment will capture any previously
held unrealized gains and losses related to our equity investments carried at fair value. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
Leases
In February 2016, the 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 enhanced disclosures regarding the amount, timing and uncertainty of cash
flows arising from leases. This guidance will be applied using a modified retrospective approach and is effective for interim and annual periods beginning after December 15, 2018 with early adoption permitted. We will adopt this guidance on
January 1, 2019. While we are still evaluating the impact of adopting this guidance on our consolidated financial statements, including the option to elect certain practical expedients, we expect that, upon adoption, the right-of-use assets and
lease liabilities recorded could be material to our consolidated balance sheets. However, we do not expect a material impact on our consolidated statements of income.
IntangiblesGoodwill 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 units 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 any
tax-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.
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 is effective prospectively and is effective for interim and annual periods beginning after December 15, 2017 with
early adoption permitted. We do not expect the adoption of this guidance to 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 do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.
2. EARNINGS PER SHARE
The following table presents the
calculation of basic and diluted earnings per share for our Common and Class B common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2017 |
|
|
2016 |
|
|
2015 |
|
Basic Earnings per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Watsco, Inc. shareholders |
|
$ |
208,221 |
|
|
$ |
182,810 |
|
|
$ |
172,929 |
|
Less: distributed and undistributed earnings allocated to non-vested restricted common
stock |
|
|
17,430 |
|
|
|
14,806 |
|
|
|
13,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings allocated to Watsco, Inc. shareholders |
|
$ |
190,791 |
|
|
$ |
168,004 |
|
|
$ |
159,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstandingBasic |
|
|
32,824,947 |
|
|
|
32,582,385 |
|
|
|
32,435,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share for Common and Class B common stock |
|
$ |
5.81 |
|
|
$ |
5.16 |
|
|
$ |
4.91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of earnings for Basic: |
|
|
|
|
|
|
|
|
|
|
|
|
Common stock |
|
$ |
175,667 |
|
|
$ |
154,021 |
|
|
$ |
146,037 |
|
Class B common stock |
|
|
15,124 |
|
|
|
13,983 |
|
|
|
13,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
190,791 |
|
|
$ |
168,004 |
|
|
$ |
159,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings per Share: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Watsco, Inc. shareholders |
|
$ |
208,221 |
|
|
$ |
182,810 |
|
|
$ |
172,929 |
|
Less: distributed and undistributed earnings allocated to non-vested restricted common
stock |
|
|
17,427 |
|
|
|
14,801 |
|
|
|
13,626 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings allocated to Watsco, Inc. shareholders |
|
$ |
190,794 |
|
|
$ |
168,009 |
|
|
$ |
159,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstandingBasic |
|
|
32,824,947 |
|
|
|
32,582,385 |
|
|
|
32,435,961 |
|
Effect of dilutive stock options |
|
|
37,686 |
|
|
|
34,119 |
|
|
|
44,395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstandingDiluted |
|
|
32,862,633 |
|
|
|
32,616,504 |
|
|
|
32,480,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share for Common and Class B common stock |
|
$ |
5.81 |
|
|
$ |
5.15 |
|
|
$ |
4.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 December 31, 2017, 2016 and 2015, our outstanding Class B common stock was convertible into 2,601,996, 2,711,811 and 2,699,710
shares of our Common stock, respectively.
Diluted earnings per share excluded 11,664, 31,839 and 67,014 shares for the years ended December 31,
2017, 2016 and 2015, respectively, related to stock options with an exercise price per share greater than the average market value, resulting in an anti-dilutive effect on diluted earnings per share.
3. OTHER COMPREHENSIVE GAIN (LOSS)
Other comprehensive gain (loss) consists of the foreign currency translation adjustment associated with our Canadian operations use of the Canadian
dollar as its functional currency and changes in the unrealized gains (losses) on cash flow hedging instruments and available-for-sale securities. The tax effects allocated to each component of other comprehensive loss were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2017 |
|
|
2016 |
|
|
2015 |
|
Foreign currency translation adjustment |
|
$ |
15,993 |
|
|
$ |
6,211 |
|
|
$ |
(39,378 |
) |
|
|
|
|
Unrealized (loss) gain on cash flow hedging instruments |
|
|
(961 |
) |
|
|
(1,321 |
) |
|
|
3,716 |
|
Income tax benefit (expense) |
|
|
259 |
|
|
|
356 |
|
|
|
(1,003 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized (loss) gain on cash flow hedging instruments, net of tax |
|
|
(702 |
) |
|
|
(965 |
) |
|
|
2,713 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification of (gain) loss on cash flow hedging instruments into earnings |
|
|
(491 |
) |
|
|
442 |
|
|
|
(2,730 |
) |
Income tax expense (benefit) |
|
|
133 |
|
|
|
(119 |
) |
|
|
737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification of (gain) loss on cash flow hedging instruments into earnings, net of
tax |
|
|
(358 |
) |
|
|
323 |
|
|
|
(1,993 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) on available-for-sale securities |
|
|
51 |
|
|
|
27 |
|
|
|
(12 |
) |
Income tax (expense) benefit |
|
|
(66 |
) |
|
|
(13 |
) |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized (loss) gain on available-for-sale securities, net of tax |
|
|
(15 |
) |
|
|
14 |
|
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive gain (loss) |
|
$ |
14,918 |
|
|
$ |
5,583 |
|
|
$ |
(38,666 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The changes in each component of accumulated other comprehensive loss, net of tax, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2017 |
|
|
2016 |
|
|
2015 |
|
Foreign currency translation adjustment: |
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
$ |
(43,459 |
) |
|
$ |
(47,204 |
) |
|
$ |
(23,623 |
) |
Current period other comprehensive gain (loss) |
|
|
9,960 |
|
|
|
3,745 |
|
|
|
(23,581 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
|
(33,499 |
) |
|
|
(43,459 |
) |
|
|
(47,204 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
|
215 |
|
|
|
600 |
|
|
|
168 |
|
Current period other comprehensive (loss) income |
|
|
(421 |
) |
|
|
(579 |
) |
|
|
1,628 |
|
Less reclassification adjustment |
|
|
(215 |
) |
|
|
194 |
|
|
|
(1,196 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
|
(421 |
) |
|
|
215 |
|
|
|
600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities: |
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance |
|
|
(286 |
) |
|
|
(300 |
) |
|
|
(292 |
) |
Current period other comprehensive (loss) income |
|
|
(15 |
) |
|
|
14 |
|
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance |
|
|
(301 |
) |
|
|
(286 |
) |
|
|
(300 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive loss, net of tax |
|
$ |
(34,221 |
) |
|
$ |
(43,530 |
) |
|
$ |
(46,904 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
4. SUPPLIER CONCENTRATION
Purchases from our top ten suppliers comprised 84%, 85% and 84% of all purchases made in 2017, 2016 and 2015, respectively. Our largest supplier, Carrier and
its affiliates, accounted for 62% of all purchases made in 2017, 2016 and 2015. See Note 17. A significant interruption by Carrier, or any of our other key suppliers, in the delivery of products could impair our ability to maintain current inventory
levels and could materially impact our consolidated results of operations and consolidated financial position.
5. PROPERTY AND EQUIPMENT
Property and equipment, net, consists of:
|
|
|
|
|
|
|
|
|
December 31, |
|
2017 |
|
|
2016 |
|
Land |
|
$ |
820 |
|
|
$ |
820 |
|
Buildings and improvements |
|
|
74,486 |
|
|
|
71,082 |
|
Machinery, vehicles and equipment |
|
|
76,117 |
|
|
|
74,640 |
|
Furniture and fixtures |
|
|
15,282 |
|
|
|
15,090 |
|
Computer hardware and software |
|
|
47,377 |
|
|
|
42,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
214,082 |
|
|
|
204,147 |
|
Accumulated depreciation and amortization |
|
|
(122,884 |
) |
|
|
(113,645 |
) |
|
|
|
|
|
|
|
|
|
|
|
$ |
91,198 |
|
|
$ |
90,502 |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense related to property and equipment included in selling, general and administrative
expenses for the years ended December 31, 2017, 2016 and 2015, were $16,770, $14,853 and $13,802, respectively.
6. DEBT
We maintain an unsecured, syndicated 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 decreased the borrowing capacity under this credit
agreement from $600,000 to $300,000. Included in the credit facility are a $90,000 swingline subfacility, a $10,000 letter of credit subfacility and a $75,000 multicurrency borrowing sublimit. The credit agreement matures on July 1, 2019.
Borrowings under the credit facility bear interest at either LIBOR-based rates plus a spread, which ranges from 87.5 to 250.0 basis-points (LIBOR plus 87.5
basis-points at December 31, 2017), depending on our ratio of total debt to EBITDA, or on rates based on the higher of the Prime rate or the Federal Funds Rate, in each case plus a spread which ranges from 0 to 150.0 basis-points (0
basis-points at December 31, 2017), 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 35.0 basis-points (12.5
basis-points at December 31, 2017).
At December 31, 2017 and 2016, $21,800 and $235,294, respectively, were 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 December 31, 2017.
7. INCOME TAXES
On December 22, 2017, Public Law 115-97 An Act to Provide for Reconciliation Pursuant to Titles II and V of the Concurrent Resolution on the
Budget for Fiscal Year 2018 was enacted. This law is commonly referred to as the Tax Cuts and Jobs Act of 2017 (the TCJA). The TCJA made broad and complex changes to the U.S. tax code including but not limited to, reducing the
U.S. federal corporate tax rate from 35% to 21% effective January 1, 2018 and requiring a one-time repatriation transition tax on certain undistributed earnings of foreign subsidiaries. The TCJA also put in place new tax laws that will apply
prospectively, which include, but are not limited to, generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries and a new provision designed to tax U.S. allocated expenses as well as currently taxing certain global
intangible low-taxed income (GILTI) of foreign subsidiaries. GILTI is a tax on foreign income in excess of a deemed return on tangible assets of foreign corporations. We have not yet determined our policy election with respect to whether
to record deferred taxes for basis differences expected to reverse as a result of the GILTI provisions in future years, or in the period in which that tax was incurred.
U.S. GAAP requires the impact of tax legislation to be recorded in the period of enactment. As a result, our 2017 effective income tax rate reflects a net
income tax benefit of $9,955 attributable to the passage of the TCJA. This amount includes an income tax benefit from the revaluation of U.S. deferred income taxes, partially offset by an estimate for income tax expense to record U.S. federal, state
and foreign withholding tax on previously undistributed earnings of our foreign subsidiaries. Due to the enactment date and tax complexities of the TCJA, we have not completed the accounting related to these items. In accordance with Staff
Accounting Bulletin 118, provisional amounts have been recorded for the U.S. income tax attributable to the TCJAs deemed repatriation provision and the revaluation of U.S. deferred taxes. These estimates may be impacted by the need for further
analysis and future clarification and guidance regarding available tax accounting methods and elections, earnings and profits computations, and state tax conformity to federal tax changes.
The components of income tax expense from our wholly-owned operations and investments and our controlling
interest in joint ventures with Carrier are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31, |
|
2017 |
|
|
2016 |
|
|
2015 |
|
U.S. Federal |
|
$ |
69,079 |
|
|
$ |
86,719 |
|
|
$ |
85,585 |
|
State |
|
|
10,643 |
|
|
|
9,801 |
|
|
|
9,431 |
|
Foreign |
|
|
10,499 |
|
|
|
9,416 |
|
|
|
9,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
90,221 |
|
|
$ |
105,936 |
|
|
$ |
104,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
$ |
100,956 |
|
|
$ |
103,216 |
|
|
$ |
99,990 |
|
Deferred |
|
|
(10,735 |
) |
|
|
2,720 |
|
|
|
4,687 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
90,221 |
|
|
$ |
105,936 |
|
|
$ |
104,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We calculate our income tax expense and our effective tax rate for 100% of income attributable to our wholly-owned operations
and for our controlling interest of income attributable to our joint ventures with Carrier, which are primarily taxed as partnerships for income tax purposes.
Following is a reconciliation of the effective income tax rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31, |
|
2017 |
|
|
2016 |
|
|
2015 |
|
U.S. federal statutory rate |
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
State income taxes, net of federal benefit and other |
|
|
2.4 |
|
|
|
2.3 |
|
|
|
2.4 |
|
Excess tax benefits from share-based compensation |
|
|
(2.7 |
) |
|
|
(1.0 |
) |
|
|
|
|
Tax effects on foreign income |
|
|
(1.0 |
) |
|
|
(0.1 |
) |
|
|
(0.3 |
) |
Tax credits and other |
|
|
(0.6 |
) |
|
|
(0.2 |
) |
|
|
(0.1 |
) |
Repatriation transition tax |
|
|
3.0 |
|
|
|
|
|
|
|
|
|
Deferred tax impact of enacted tax rate changes |
|
|
(6.3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate attributable to Watsco, Inc. |
|
|
29.8 |
|
|
|
36.0 |
|
|
|
37.0 |
|
Taxes attributable to non-controlling interest |
|
|
(3.8 |
) |
|
|
(5.0 |
) |
|
|
(5.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate |
|
|
26.0 |
% |
|
|
31.0 |
% |
|
|
31.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a summary of the significant components of our net deferred tax liabilities:
|
|
|
|
|
|
|
|
|
December 31, |
|
2017 |
|
|
2016 |
|
Deferred tax assets: |
|
|
|
|
|
|
|
|
Share-based compensation |
|
$ |
18,977 |
|
|
$ |
26,239 |
|
Capitalized inventory costs and inventory reserves |
|
|
2,107 |
|
|
|
2,301 |
|
Allowance for doubtful accounts |
|
|
929 |
|
|
|
1,379 |
|
Self-insurance reserves |
|
|
153 |
|
|
|
500 |
|
Other |
|
|
2,423 |
|
|
|
2,227 |
|
Net operating loss carryforwards |
|
|
291 |
|
|
|
209 |
|
|
|
|
|
|
|
|
|
|
|
|
|
24,880 |
|
|
|
32,855 |
|
Valuation allowance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets |
|
|
24,880 |
|
|
|
32,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Deductible goodwill |
|
|
(67,246 |
) |
|
|
(88,581 |
) |
Depreciation |
|
|
(5,519 |
) |
|
|
(5,883 |
) |
Other |
|
|
(5,189 |
) |
|
|
(1,633 |
) |
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities |
|
|
(77,954 |
) |
|
|
(96,097 |
) |
|
|
|
|
|
|
|
|
|
Net deferred tax liabilities (1) |
|
$ |
(53,074 |
) |
|
$ |
(63,242 |
) |
|
|
|
|
|
|
|
|
|
(1) |
At December 31, 2017, net deferred tax liabilities have been included in the consolidated balance sheet in deferred income taxes and other liabilities. At December 31, 2016, net current deferred tax assets
and liabilities of $5,485 are included in the consolidated balance sheet in other current assets and net long-term deferred tax assets and liabilities of $68,727 are included in the consolidated balance sheet in deferred income taxes and other
liabilities. |
Prior to enactment of the TCJA, U.S. income taxes had not been provided on undistributed earnings of our foreign
subsidiaries as we had intended to reinvest such earnings permanently outside the U.S. or to repatriate such earnings only when it was tax effective to do so. As a result of the enactment of the TCJA, we have provided an estimate related to the
repatriation transition tax and foreign withholding tax on certain undistributed earnings of our foreign subsidiaries at December 31, 2017. Our intent going forward is to indefinitely reinvest undistributed earnings outside of the U.S. or to
repatriate the earnings only when it is tax effective to do so.
Valuation allowances are provided to reduce the related deferred income tax assets to an
amount which will, more likely than not, be realized. As a result of our assessment of the realization of deferred income tax assets, we have concluded that it is more likely than not that all of our deferred income tax assets will be realized and
thus no valuation allowance was necessary at both December 31, 2017 and 2016. At December 31, 2017, there were state net operating loss carryforwards of $7,606, which expire in varying amounts from 2018 through 2037. These amounts are
available to offset future taxable income. There were no federal net operating loss carryforwards at December 31, 2017.
We are subject to United
States federal income tax, income tax of multiple state jurisdictions and foreign income tax. We are subject to tax audits in the various jurisdictions until the respective statutes of limitations expire. We are no longer subject to United
States federal tax examinations for tax years prior to 2014. For the majority of states and foreign jurisdictions, we are no longer subject to tax examinations for tax years prior to 2013.
As of December 31, 2017 and 2016, the total amount of gross unrecognized tax benefits (excluding the federal benefit received from state positions) was
$4,225 and $3,695, respectively. Of these totals, $3,457 and $2,573, respectively, (net of the federal benefit received from state positions) represent the amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate.
Our continuing practice is to recognize penalties within selling, general and administrative expenses and interest related to income tax matters in income tax expense in the consolidated statements of income. As of December 31, 2017 and 2016,
the cumulative amount of estimated accrued interest and penalties resulting from such unrecognized tax benefits was $540 and $414, respectively, and is included in deferred income taxes and other liabilities in the accompanying consolidated balance
sheets.
The changes in gross unrecognized tax benefits are as follows:
|
|
|
|
|
Balance at December 31, 2014 |
|
$ |
3,719 |
|
Additions based on tax positions related to the current year |
|
|
871 |
|
Reductions due to lapse of applicable statute of limitations and tax assessments |
|
|
(1,077 |
) |
|
|
|
|
|
Balance at December 31, 2015 |
|
|
3,513 |
|
Additions based on tax positions related to the current year |
|
|
547 |
|
Reductions due to lapse of applicable statute of limitations |
|
|
(365 |
) |
|
|
|
|
|
Balance at December 31, 2016 |
|
|
3,695 |
|
Additions based on tax positions related to the current year |
|
|
801 |
|
Reductions due to lapse of applicable statute of limitations |
|
|
(271 |
) |
|
|
|
|
|
Balance at December 31, 2017 |
|
$ |
4,225 |
|
|
|
|
|
|
8. SHARE-BASED COMPENSATION AND BENEFIT PLANS
Share-Based Compensation Plans
We maintain the 2014
Incentive Compensation Plan (the 2014 Plan) that provides for the award of a broad variety of share-based compensation alternatives such as non-vested restricted stock, non-qualified stock options, incentive stock options, performance
awards, dividend equivalents, deferred stock and stock appreciation rights at no less than 100% of the market price on the date the award is granted. To date, awards under the 2014 Plan consist of non-qualified stock options and non-vested
restricted stock. The 2014 Plan replaced the Watsco, Inc. Amended and Restated 2001 Incentive Compensation Plan (the 2001 Plan) upon its expiration in 2014.
Under the 2014 Plan, the number of shares of Common and Class B common stock available for issuance is (i) 2,000,000, plus (ii) 45,421 shares of
Common stock or Class B common stock that remained available for grant in connection with awards under the 2001 Plan as of the date our shareholders approved the 2014 Plan plus (iii) shares underlying currently outstanding awards issued under
the 2001 Plan, which shares become reissuable under the 2014 Plan to the extent that such underlying shares are not issued due to their forfeiture, expiration, termination or otherwise. A total of 439,534 shares of Common stock, net of
cancellations, and 493,522 shares of Class B common stock, had been awarded under the 2014 Plan as of December 31, 2017. As of December 31, 2017, 1,112,365 shares of common stock were reserved for future grants under the 2014 Plan. Options
under the 2014 Plan vest over two to four years of service and have contractual terms of five years. Awards of non-vested restricted stock, which are granted at no cost to the employee, vest upon attainment of a specified age, generally toward the
end of an employees career at age 62 or older. Vesting may be accelerated in certain circumstances prior to the original vesting date.
The 2001
Plan expired during 2014; therefore, no additional options may be granted. There were 12,750 options to exercise common stock outstanding under the 2001 Plan at December 31, 2017. Options under the 2001 Plan vest over two to four years of
service and have contractual terms of five years.
The following is a summary of stock option activity under the 2014 Plan and the 2001 Plan as of and for
the year ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options |
|
|
Weighted- Average Exercise Price |
|
|
Weighted- Average Remaining Contractual Term (in years) |
|
|
Aggregate Intrinsic Value |
|
Options outstanding at December 31, 2016 |
|
|
294,250 |
|
|
$ |
122.80 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
179,750 |
|
|
|
150.35 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(39,751 |
) |
|
|
98.05 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
(34,166 |
) |
|
|
139.40 |
|
|
|
|
|
|
|
|
|
Expired |
|
|
(1,250 |
) |
|
|
67.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2017 |
|
|
398,833 |
|
|
$ |
136.44 |
|
|
|
3.47 |
|
|
$ |
13,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at December 31, 2017 |
|
|
33,919 |
|
|
$ |
121.65 |
|
|
|
2.80 |
|
|
$ |
1,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a summary of non-vested restricted stock activity as of and for the year ended December 31,
2017:
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Weighted- Average Grant Date Fair Value |
|
Non-vested restricted stock outstanding at December 31, 2016 |
|
|
2,898,890 |
|
|
$ |
54.13 |
|
Granted |
|
|
176,899 |
|
|
|
149.47 |
|
Vested |
|
|
(80,550 |
) |
|
|
50.05 |
|
Forfeited |
|
|
(10,000 |
) |
|
|
134.71 |
|
|
|
|
|
|
|
|
|
|
Non-vested restricted stock outstanding at December 31, 2017 |
|
|
2,985,239 |
|
|
$ |
51.22 |
|
|
|
|
|
|
|
|
|
|
The weighted-average grant date fair value of non-vested restricted stock granted during 2017, 2016 and 2015 was $149.47,
$130.01 and $114.55, respectively. The fair value of non-vested restricted stock that vested during 2017, 2016 and 2015 was $11,580, $10,096 and $2,468, respectively.
During 2017, 32,454 shares of Common stock with an aggregate fair market value of $4,664 were withheld as payment in lieu of cash to satisfy tax withholding
obligations in connection with the vesting of restricted stock. During 2016, 30,413 shares of Common and Class B common stock with an aggregate fair market value of $3,967 were withheld as payment in lieu of cash to satisfy tax withholding
obligations in connection with the vesting of restricted stock. During 2015, 7,206 shares of Common stock with an aggregate fair market value of $889 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.
Share-Based Compensation Fair Value Assumptions
The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing valuation model based on the
weighted-average assumptions noted in the table below. The fair value of each stock option award, which is subject to graded vesting, is expensed, net of estimated forfeitures, on a straight-line basis over the requisite service period for each
separately vesting portion of the stock option. We use historical data to estimate stock option forfeitures. The expected term of stock option awards granted represents the period of time that stock option awards granted are expected to be
outstanding and was calculated using the simplified method for plain vanilla options, which we believe provides a reasonable estimate of expected life based on our historical data. The risk-free rate for periods within the contractual life of the
stock option award is based on the yield curve of a zero-coupon United States Treasury bond on the date the stock option award is granted with a maturity equal to the expected term of the stock option award. Expected volatility is based on
historical volatility of our stock.
The following table presents the weighted-average assumptions used for stock options granted:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31, |
|
2017 |
|
|
2016 |
|
|
2015 |
|
Expected term in years |
|
|
4.25 |
|
|
|
4.25 |
|
|
|
4.25 |
|
Risk-free interest rate |
|
|
1.77 |
% |
|
|
1.24 |
% |
|
|
1.25 |
% |
Expected volatility |
|
|
17.41 |
% |
|
|
18.65 |
% |
|
|
20.96 |
% |
Expected dividend yield |
|
|
2.82 |
% |
|
|
2.54 |
% |
|
|
2.29 |
% |
Grant date fair value |
|
$ |
17.23 |
|
|
$ |
16.37 |
|
|
$ |
17.17 |
|
Exercise of Stock Options
The total intrinsic value of stock options exercised during 2017, 2016 and 2015 was $2,296, $4,123 and $6,691, respectively. Cash received from the exercise of
stock options during 2017, 2016 and 2015 was $3,855, $4,447 and $4,850, respectively. During 2017, 2016 and 2015, 350 shares of Common stock with an aggregate fair market value of $53, 348 shares of Common stock with an aggregate fair market value
of $51 and 26,006 shares of Class B common stock with an aggregate fair market value of $3,251, respectively, were withheld as payment in lieu of cash for stock option exercises and related tax withholdings. These shares were retired upon delivery.
Share-Based Compensation Expense
The following table provides information on share-based compensation expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31, |
|
2017 |
|
|
2016 |
|
|
2015 |
|
Stock options |
|
$ |
1,451 |
|
|
$ |
1,149 |
|
|
$ |
952 |
|
Non-vested restricted stock |
|
|
11,842 |
|
|
|
11,170 |
|
|
|
11,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense |
|
$ |
13,293 |
|
|
$ |
12,319 |
|
|
$ |
12,596 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2017, there was $2,703 of unrecognized pre-tax compensation expense related to stock options granted
under the 2014 Plan and 2001 Plan, which is expected to be recognized over a weighted-average period of approximately 1.8 years. The total fair value of stock options that vested during 2017, 2016 and 2015 was $754, $736 and $856, respectively.
At December 31, 2017, there was $109,297 of unrecognized pre-tax compensation expense related to non-vested restricted stock, which is expected to be
recognized over a weighted-average period of approximately 11 years. Of this amount, approximately $59,000 is related to awards granted to our Chief Executive Officer (CEO), of which approximately $11,000 and $48,000 vest in
approximately 5 and 9 years upon his attainment of age 82 and 86, respectively. In the event that vesting is accelerated for any circumstance, as defined in the related agreements, the remaining unrecognized share-based compensation expense would be
immediately recognized as a charge to earnings with a corresponding tax benefit. At December 31, 2017, we were obligated to issue 42,871 shares of non-vested restricted stock to our CEO that vest in 9 years and 13,779 shares of non-vested
restricted stock to our President that vest in 26 years in connection with 2017 performance based incentive compensation.
Employee Stock Purchase Plan
The Watsco, Inc. Fourth Amended and Restated 1996 Qualified Employee Stock Purchase Plan (the ESPP) provides for up to
1,500,000 shares of Common stock to be available for purchase by our full-time employees with at least 90 days of service. The ESPP allows participating employees to purchase shares of Common stock at a 5% discount to the fair market value at
specified times. During 2017, 2016 and 2015, employees purchased 5,571, 5,956 and 6,463 shares of Common stock at an average price of $144.58, $125.84 and $112.53 per share, respectively. Cash dividends received by the ESPP were reinvested in Common
stock and resulted in the issuance of 3,844, 3,442 and 3,183 additional shares during 2017, 2016 and 2015, respectively. We received net proceeds of $1,389, $1,206 and $1,107, respectively, during 2017, 2016 and 2015, for shares of our Common stock
purchased under the ESPP. At December 31, 2017, 486,745 shares remained available for purchase under the ESPP.
401(k) Plan
We have a profit sharing retirement plan for our employees that is qualified under Section 401(k) of the Internal Revenue Code. Annual matching
contributions are made based on a percentage of eligible employee compensation deferrals. The contribution has historically been made with the issuance of Common stock to the plan on behalf of our employees. For the years ended December 31,
2017, 2016 and 2015, we issued 16,389, 20,045 and 18,343 shares of Common stock, respectively, to the plan, representing the Common stock discretionary matching contribution of $2,428, $2,348 and $1,963, respectively.
9. PURCHASE OF ADDITIONAL OWNERSHIP INTEREST IN JOINT VENTURE
In 2011, we formed a joint venture with Carrier, Carrier Enterprise Northeast LLC, which we refer to as Carrier Enterprise II. Carrier Enterprise II had sales
of approximately $545,000 in 2017 from 40 locations in the northeastern United States and 14 locations in Mexico. We initially owned a 60% controlling interest in Carrier Enterprise II. On November 29, 2016, we purchased an additional 10%
ownership interest for cash consideration of $42,909, and, on February 13, 2017, we purchased an additional 10% ownership interest for cash consideration of $42,688, which together increased our controlling interest in Carrier Enterprise II to
80%.
10. 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 annual
sales of approximately $650,000, 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. Carrier Enterprise I entered into a shareholders agreement (the Shareholders Agreement) with RSI and its shareholders. Pursuant to the
Shareholders Agreement, RSIs 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. RSIs 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 RSIs outstanding common stock, it has the right, but not the obligation, to purchase from RSIs shareholders the remaining outstanding shares of RSI
common stock. Additionally, Carrier Enterprise I has the right to appoint two of RSIs six board members. Given Carrier Enterprise Is 35% voting equity interest in RSI and its right to appoint two out of RSIs six board members, this
investment in RSI is accounted for under the equity method.
11. GOODWILL AND INTANGIBLE ASSETS
The changes in the carrying amount of goodwill are as follows:
|
|
|
|
|
Balance at December 31, 2015 |
|
$ |
378,310 |
|
Foreign currency translation adjustment |
|
|
1,427 |
|
|
|
|
|
|
Balance at December 31, 2016 |
|
|
379,737 |
|
Foreign currency translation adjustment |
|
|
2,992 |
|
|
|
|
|
|
Balance at December 31, 2017 |
|
$ |
382,729 |
|
|
|
|
|
|
Intangible assets are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
Estimated Useful Lives |
|
|
2017 |
|
|
2016 |
|
Indefinite lived intangible assetsTrade names, trademarks and distribution rights |
|
|
|
|
|
$ |
125,194 |
|
|
$ |
120,288 |
|
Finite lived intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships |
|
|
10-15 years |
|
|
|
73,053 |
|
|
|
70,194 |
|
Trade name |
|
|
10 years |
|
|
|
1,150 |
|
|
|
1,150 |
|
Non-compete agreements |
|
|
7 years |
|
|
|
|
|
|
|
369 |
|
Accumulated amortization |
|
|
|
|
|
|
(38,332 |
) |
|
|
(33,437 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Finite lived intangible assets, net |
|
|
|
|
|
|
35,871 |
|
|
|
38,276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
161,065 |
|
|
$ |
158,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense related to finite lived intangible assets included in selling, general and administrative expenses for
the years ended December 31, 2017, 2016 and 2015, were $5,263, $5,213 and $5,315, respectively. Annual amortization of finite lived intangible assets for the next five years is expected to approximate the following:
|
|
|
|
|
2018 |
|
$ |
4,900 |
|
2019 |
|
$ |
4,900 |
|
2020 |
|
$ |
4,900 |
|
2021 |
|
$ |
4,200 |
|
2022 |
|
$ |
3,500 |
|
12. SHAREHOLDERS EQUITY
Common Stock
Common stock and Class B common stock share
equally in earnings and are identical in most other respects except (i) Common stock is entitled to one vote on most matters and each share of Class B common stock is entitled to ten votes; (ii) shareholders of Common stock are entitled to
elect 25% of the Board of Directors (rounded up to the nearest whole number) and Class B shareholders are entitled to elect the balance of the Board of Directors; (iii) cash dividends may be paid on Common stock without paying a cash dividend
on Class B common stock and no cash dividend may be paid on Class B common stock unless at least an equal cash dividend is paid on Common stock and (iv) Class B common stock is convertible at any time into Common stock on a one-for-one basis at
the option of the shareholder.
Preferred Stock
We
are authorized to issue preferred stock with such designation, rights and preferences as may be determined from time to time by our Board of Directors. Accordingly, the Board of Directors is empowered, without shareholder approval, to issue
preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of our Common stock and Class B common stock and, in certain instances, could adversely
affect the market price of this stock. We had no preferred stock outstanding at December 31, 2017 or 2016.
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 Form S-3 (File
No. 333-207831).
During 2017, we sold 1,498,662 shares of Common stock under the ATM Program for net proceeds of $247,744. Direct costs of $311
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. 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.
Stock Repurchase Plan
In September 1999, our Board of Directors authorized the repurchase, at managements discretion, of up to 7,500,000 shares of common stock in the open
market or via private transactions. Shares repurchased under the program are accounted for using the cost method and result in a reduction of shareholders equity. No shares were repurchased during 2017, 2016 or 2015. In aggregate, 6,322,650
shares of Common stock and 48,263 shares of Class B common stock have been repurchased at a cost of $114,425 since the inception of the program. At December 31, 2017, there were 1,129,087 shares remaining authorized for repurchase under the
program.
13. FINANCIAL INSTRUMENTS
Recorded
Financial Instruments
Recorded financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, the current portion
of long-term obligations, borrowings under our revolving credit agreement and debt instruments included in other long-term obligations. At December 31, 2017 and 2016, the fair values of cash and cash equivalents, accounts receivable, accounts
payable and the current portion of long-term obligations approximated their carrying values due to the short-term nature of these instruments.
The fair
values of variable rate borrowings under our revolving credit agreement and debt instruments included in long-term obligations also approximate their carrying value based upon interest rates available for similar instruments with consistent terms
and remaining maturities.
Off-Balance Sheet Financial Instruments
At both December 31, 2017 and 2016, we were contingently liable under standby letters of credit aggregating $2,430, which are primarily used as collateral
to cover any contingency related to additional risk assessments pertaining to our self-insurance programs. Additionally, at December 31, 2017 and 2016, we were contingently liable under various performance bonds aggregating approximately $4,000
and $8,000, respectively, which are used as collateral to cover any contingencies related to our nonperformance under agreements with certain customers. We do not expect that any material losses or obligations will result from the issuance of the
standby letters of credit or performance bonds because we expect to meet our obligations under our self-insurance programs and to certain customers in the ordinary course of business. Accordingly, the estimated fair value of these instruments is
zero.
Concentrations of Credit Risk
Financial
instruments which potentially subject us to concentrations of credit risk consist principally of accounts receivable. Concentrations of credit risk are limited due to the large number of customers comprising the customer base and their dispersion
across many different geographical regions. We also have access to credit insurance programs which are used as an additional means to mitigate credit risk.
14. 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 December 31, 2017,
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 December 31, 2017 was $29,500, and such contracts have
varying terms expiring through September 2018.
The impact from foreign exchange derivative instruments designated as cash flow hedges was as follows:
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
|
2017 |
|
|
2016 |
|
Loss recorded in accumulated other comprehensive loss |
|
$ |
(961 |
) |
|
$ |
(1,321 |
) |
Gain (loss) reclassified from accumulated other comprehensive loss into earnings |
|
$ |
(491 |
) |
|
$ |
442 |
|
At December 31, 2017, we expected an estimated $962 pre-tax loss 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 December 31, 2017 was $11,200, and such contracts have varying terms expiring through August 2018.
We recognized (losses) gains of $(829), $(306) and $2,552 from foreign currency forward and option contracts not designated as hedging instruments in our
consolidated statements of income for 2017, 2016 and 2015, 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 consolidated balance sheets. See Note 15.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives |
|
|
Liability Derivatives |
|
December 31, |
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
Derivatives designated as hedging instruments |
|
$ |
70 |
|
|
$ |
227 |
|
|
$ |
773 |
|
|
$ |
35 |
|
Derivatives not designated as hedging instruments |
|
|
180 |
|
|
|
14 |
|
|
|
184 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative instruments |
|
$ |
250 |
|
|
$ |
241 |
|
|
$ |
957 |
|
|
$ |
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15. 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 December 31, 2017 Using |
|
|
|
Balance Sheet Location |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities |
|
Other assets |
|
$ |
332 |
|
|
$ |
332 |
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
Other current assets |
|
$ |
250 |
|
|
|
|
|
|
$ |
250 |
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
Accrued expenses and other current liabilities |
|
$ |
957 |
|
|
|
|
|
|
$ |
957 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Fair Value Measurements at December 31, 2016 Using |
|
|
|
Balance Sheet Location |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities |
|
Other assets |
|
$ |
281 |
|
|
$ |
281 |
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
Other current assets |
|
$ |
241 |
|
|
|
|
|
|
$ |
241 |
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments |
|
Accrued expenses and other current liabilities |
|
$ |
39 |
|
|
|
|
|
|
$ |
39 |
|
|
|
|
|
The following is a description of the valuation techniques used for these assets and liabilities, as well as the level of
input used to measure fair value:
Available-for-sale securities 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.
Derivative financial instruments these derivatives are foreign currency forward and option contracts. See Note 14. 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 2017 or 2016.
16. COMMITMENTS AND CONTINGENCIES
Litigation, Claims
and Assessments
In December 2015, a purported Watsco shareholder, Nelson Gaskins (the Plaintiff), filed a derivative lawsuit in the U.S.
District Court for the Southern District of Florida (the Court) against Watscos Board of Directors. The Company was a nominal defendant. The lawsuit alleged breach of fiduciary duties regarding CEO incentive compensation and sought
to recover alleged excessive incentive compensation and unspecified damages. The Court dismissed this action, and the Plaintiff filed a notice of appeal to the U.S. Court of Appeals for the Eleventh Circuit (the Appellate Court). In May
2017, the Appellate Court dismissed the Plaintiffs appeal and the action with prejudice. Neither the Plaintiff nor the Plaintiffs lawyers received any payment from, or on behalf of, Watsco or its Directors in connection with this lawsuit
and the related appeal.
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 $2,344 and $2,951 at December 31, 2017 and 2016, respectively, were established related to such
programs and are included in accrued expenses and other current liabilities in our consolidated balance sheets.
Variable Interest Entity
As of December 31, 2017, in conjunction with our casualty insurance programs, limited equity interests are held in a captive insurance entity. The
programs permit us to self-insure a portion of losses, to gain access to a wide array of safety-related services, to pool insurance risks and resources in order to obtain more competitive pricing for administration and reinsurance and to limit risk
of loss in any particular year. The entity meets the definition of Variable Interest Entity (VIE); however, we do not meet the requirements to include this entity in the consolidated financial statements. The maximum exposure to loss
related to our involvement with this entity is limited to approximately $4,200. See Self-Insurance above for further information on commitments associated with the insurance programs and Note 13, under the caption Off-Balance Sheet
Financial Instruments, for further information on standby letters of credit. At December 31, 2017, there were no other entities that met the definition of a VIE.
Operating Leases
We are obligated under various
non-cancelable operating lease agreements for real property, equipment and vehicles used in our operations with varying terms through 2028. We are committed to pay a portion of the actual operating expenses under certain of these lease agreements.
These operating expenses are not included in the table below. Some of these arrangements have free or escalating rent payment provisions. We recognize rent expense under such arrangements on a straight-line basis over the lease term.
At December 31, 2017, future minimum payments under non-cancelable operating leases over each of the next five years and thereafter were as follows:
|
|
|
|
|
2018 |
|
$ |
69,136 |
|
2019 |
|
|
51,645 |
|
2020 |
|
|
36,127 |
|
2021 |
|
|
22,434 |
|
2022 |
|
|
12,985 |
|
Thereafter |
|
|
5,824 |
|
|
|
|
|
|
Total minimum payments |
|
$ |
198,151 |
|
|
|
|
|
|
Rental expense for the years ended December 31, 2017, 2016 and 2015, was $84,076, $83,260 and $82,581, respectively.
Purchase Obligations
At December 31, 2017, we were
obligated under various non-cancelable purchase orders with our key suppliers for goods aggregating approximately $11,000.
17. RELATED PARTY
TRANSACTIONS
Purchases from Carrier and its affiliates comprised 62% of all inventory purchases made during 2017, 2016 and 2015. At
December 31, 2017 and 2016, approximately $75,000 and $63,000, 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
consolidated statements of income for 2017, 2016 and 2015 included approximately $64,000, $56,000 and $62,000, respectively, of sales to Carrier and its affiliates. We believe these transactions are conducted on terms equivalent to an
arms-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, which serves as general contractor for the remodeling of our Miami headquarters. We paid Moss & Associates LLC $951 and $291 for construction services performed during 2017 and 2016, respectively, and $131
was payable at December 31, 2017.
A member of our Board of Directors is the Senior Chairman of Greenberg Traurig, P.A., which serves as our
principal outside counsel and receives customary fees for legal services. During 2017, we paid this firm $475 for services performed and $0 was payable at December 31, 2017.
18. INFORMATION ABOUT GEOGRAPHIC AREAS
Our operations are primarily within the United States, including Puerto Rico, Canada and Mexico. Products are also sold from the United States on an
export-only basis to portions of Latin America and the Caribbean Basin. The following tables set forth revenues and long-lived assets by geographical area:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31, |
|
2017 |
|
|
2016 |
|
|
2015 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
United States |
|
$ |
3,919,684 |
|
|
$ |
3,813,204 |
|
|
$ |
3,710,977 |
|
Canada |
|
|
269,603 |
|
|
|
267,220 |
|
|
|
263,908 |
|
Mexico |
|
|
152,668 |
|
|
|
140,278 |
|
|
|
138,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
$ |
4,341,955 |
|
|
$ |
4,220,702 |
|
|
$ |
4,113,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
2017 |
|
|
2016 |
|
|
|
|
Long-Lived Assets: |
|
|
|
|
|
|
|
|
|
United States |
|
$ |
540,136 |
|
|
$ |
467,728 |
|
|
Canada |
|
|
163,944 |
|
|
|
155,758 |
|
|
Mexico |
|
|
5,400 |
|
|
|
5,317 |
|
|
|
|
|
|
|
|
|
|
|
|
Total long-lived assets |
|
$ |
709,480 |
|
|
$ |
628,803 |
|
|
|
|
|
|
|
|
|
|
|
|
Revenues are attributed to countries based on the location of the store from which the sale occurred. Long-lived assets
consist primarily of goodwill and intangible assets, property and equipment, and our investment in an unconsolidated entity.
19. SUPPLEMENTAL CASH
FLOW INFORMATION
Supplemental cash flow information was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended
December 31, |
|
2017 |
|
|
2016 |
|
|
2015 |
|
Interest paid |
|
$ |
5,773 |
|
|
$ |
3,362 |
|
|
$ |
4,993 |
|
Income taxes net of refunds |
|
$ |
48,056 |
|
|
$ |
99,006 |
|
|
$ |
103,261 |
|
20. SUBSEQUENT EVENTS
On
January 2, 2018, our Board of Directors declared a regular quarterly cash dividend of $1.25 per share of Common and Class B common stock that was paid on January 31, 2018 to shareholders of record as of January 16, 2018.
Effective February 5, 2018, we decreased the borrowing capacity under our credit agreement from $600,000 to $300,000. See Note 6.
On February 6, 2018, our Board of Directors approved an increase to the quarterly cash dividend per share of Common and Class B common stock to $1.45 per
share from $1.25 per share, beginning with the dividend that will be paid in April 2018.
WATSCO, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except per share
data) |
|
1st Quarter |
|
|
2nd Quarter |
|
|
3rd Quarter |
|
|
4th Quarter |
|
|
Total |
|
Year Ended December 31, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues (1) |
|
$ |
872,095 |
|
|
$ |
1,275,924 |
|
|
$ |
1,229,591 |
|
|
$ |
964,345 |
|
|
$ |
4,341,955 |
|
Gross profit |
|
$ |
218,556 |
|
|
$ |
310,278 |
|
|
$ |
295,895 |
|
|
$ |
240,930 |
|
|
$ |
1,065,659 |
|
Net income attributable to Watsco, Inc. |
|
$ |
26,181 |
|
|
$ |
73,756 |
|
|
$ |
65,029 |
|
|
$ |
43,255 |
|
|
$ |
208,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share for Common and Class B common stock (2): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.71 |
|
|
$ |
2.07 |
|
|
$ |
1.82 |
|
|
$ |
1.19 |
|
|
$ |
5.81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.71 |
|
|
$ |
2.07 |
|
|
$ |
1.82 |
|
|
$ |
1.19 |
|
|
$ |
5.81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues (1) |
|
$ |
851,424 |
|
|
$ |
1,214,435 |
|
|
$ |
1,241,232 |
|
|
$ |
913,611 |
|
|
$ |
4,220,702 |
|
Gross profit |
|
$ |
212,447 |
|
|
$ |
291,861 |
|
|
$ |
302,204 |
|
|
$ |
228,072 |
|
|
$ |
1,034,584 |
|
Net income attributable to Watsco, Inc. |
|
$ |
25,537 |
|
|
$ |
64,621 |
|
|
$ |
63,099 |
|
|
$ |
29,553 |
|
|
$ |
182,810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share for Common and Class B common stock (2): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.71 |
|
|
$ |
1.82 |
|
|
$ |
1.78 |
|
|
$ |
0.81 |
|
|
$ |
5.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.71 |
|
|
$ |
1.82 |
|
|
$ |
1.78 |
|
|
$ |
0.81 |
|
|
$ |
5.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Sales of residential central air conditioners, heating equipment and parts and supplies are seasonal. Demand related to the residential central air conditioning replacement market is typically highest in the second
and third quarters, and demand for heating equipment is usually highest in the fourth quarter. Demand related to the new construction sectors throughout most of the markets is fairly evenly distributed throughout the year except for dependence on
housing completions and related weather and economic conditions. |
(2) |
Quarterly and year-to-date earnings per share are calculated on an individual basis; therefore, the sum of earnings per share amounts for the quarters may not equal earnings per share amounts for the year.
|
WATSCO, INC. AND SUBSIDIARIES
INFORMATION ON COMMON STOCK
(UNAUDITED)
Our Common stock is traded on
the New York Stock Exchange (NYSE) under the ticker symbol WSO. Our Class B common stock is traded on the NYSE under the ticker symbol WSOB. The following table presents the high and low prices of our Common stock and Class B common
stock, as reported by the NYSE. Also presented below are dividends paid per share for each quarter during the years ended December 31, 2017 and 2016. At February 23, 2018, there were 216 Common stock registered shareholders and 121 Class B
common stock registered shareholders.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common |
|
|
Class B Common |
|
|
Cash Dividend |
|
|
|
High |
|
|
Low |
|
|
High |
|
|
Low |
|
|
Common |
|
|
Class B |
|
Year Ended December 31, 2017: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First quarter |
|
$ |
156.69 |
|
|
$ |
143.00 |
|
|
$ |
153.02 |
|
|
$ |
143.00 |
|
|
$ |
1.05 |
|
|
$ |
1.05 |
|
Second quarter |
|
|
155.46 |
|
|
|
135.45 |
|
|
|
157.14 |
|
|
|
134.10 |
|
|
|
1.05 |
|
|
|
1.05 |
|
Third quarter |
|
|
161.07 |
|
|
|
142.30 |
|
|
|
160.15 |
|
|
|
146.26 |
|
|
|
1.25 |
|
|
|
1.25 |
|
Fourth quarter |
|
|
171.38 |
|
|
|
159.30 |
|
|
|
170.22 |
|
|
|
160.15 |
|
|
|
1.25 |
|
|
|
1.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2016: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First quarter |
|
$ |
134.84 |
|
|
$ |
108.09 |
|
|
$ |
131.58 |
|
|
$ |
108.25 |
|
|
$ |
0.85 |
|
|
$ |
0.85 |
|
Second quarter |
|
|
140.69 |
|
|
|
129.00 |
|
|
|
139.84 |
|
|
|
129.17 |
|
|
|
0.85 |
|
|
|
0.85 |
|
Third quarter |
|
|
149.64 |
|
|
|
138.37 |
|
|
|
148.67 |
|
|
|
138.85 |
|
|
|
0.85 |
|
|
|
0.85 |
|
Fourth quarter |
|
|
159.03 |
|
|
|
130.88 |
|
|
|
157.72 |
|
|
|
131.01 |
|
|
|
1.05 |
|
|
|
1.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXHIBIT 21.1
SUBSIDIARIES OF THE REGISTRANT
The
following table sets forth the significant subsidiaries of Watsco, Inc. as of December 31, 2017, and their respective incorporation jurisdictions. The names of various other wholly-owned subsidiaries have been omitted. None of the foregoing
omitted subsidiaries, considered either alone or in the aggregate as a single subsidiary, constitutes a significant subsidiary.
|
|
|
|
|
|
|
Name of Subsidiary |
|
State or Other Jurisdiction of Incorporation |
|
Percent of Ownership |
|
Baker Distributing Company LLC |
|
Delaware |
|
|
100 |
% |
Boreal International Corporation |
|
Florida |
|
|
100 |
% |
Carrier Enterprise Canada, L.P. |
|
Ontario, Canada |
|
|
60 |
% |
Carrier Enterprise Mexico S. de R.L. de C.V. |
|
Mexico |
|
|
80 |
% |
Carrier Enterprise, LLC |
|
Delaware |
|
|
80 |
% |
Carrier Enterprise Northeast, LLC |
|
Delaware |
|
|
80 |
% |
Carrier InterAmerica Corporation |
|
United States Virgin Islands |
|
|
80 |
% |
Carrier (Puerto Rico), Inc. |
|
Delaware |
|
|
80 |
% |
East Coast Metal Distributors LLC |
|
Delaware |
|
|
100 |
% |
Gemaire Distributors LLC |
|
Delaware |
|
|
100 |
% |
Heating & Cooling Supply LLC |
|
California |
|
|
100 |
% |
Tradewinds Distributing Company, LLC |
|
Delaware |
|
|
100 |
% |
EXHIBIT 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Watsco, Inc.:
We consent to the incorporation by reference in the registration statements (No. 333-207831) on Form S-3 and (No. 333-197795, 333-185345 and 333-159776) on
Form S-8 of Watsco, Inc. of our reports dated March 1, 2018 with respect to the consolidated balance sheets of Watsco, Inc. and subsidiaries (the Company) as of December 31, 2017 and 2016, and the related consolidated statements of income,
comprehensive income, shareholders equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively, the consolidated financial statements), and the
effectiveness of internal control over financial reporting of December 31, 2017, which reports appear in the December 31, 2017 annual report on Form 10-K of the Company.
Miami, Florida
March 1, 2018
Certified Public Accountants
EXHIBIT 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Albert H. Nahmad, certify that:
1. |
I have reviewed this Annual Report on Form 10-K of Watsco, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and |
|
d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter
in the case of this annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the
registrants board of directors (or persons performing the equivalent functions): |
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record,
process, summarize and report financial information; and |
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: March 1, 2018
|
/s/ Albert H. Nahmad |
Albert H. Nahmad Chief Executive
Officer |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Barry S. Logan, certify that:
1. |
I have reviewed this Annual Report on Form 10-K of Watsco, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and |
|
d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter
in the case of this annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the
registrants board of directors (or persons performing the equivalent functions): |
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record,
process, summarize and report financial information; and |
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: March 1, 2018
|
/s/ Barry S. Logan |
Barry S. Logan Senior Vice
President |
EXHIBIT 31.3
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ana M. Menendez, certify that:
1. |
I have reviewed this Annual Report on Form 10-K of Watsco, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and |
|
d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter
in the case of this annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the
registrants board of directors (or persons performing the equivalent functions): |
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record,
process, summarize and report financial information; and |
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting. |
Date: March 1, 2018
|
/s/ Ana M. Menendez |
Ana M. Menendez Chief Financial
Officer |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Watsco, Inc. (Watsco) on Form 10-K for the year ended December 31, 2017, as filed with the Securities
and Exchange Commission on the date hereof (the Report), Albert H. Nahmad, as Chief Executive Officer of Watsco, Barry S. Logan, as Senior Vice President of Watsco and Ana M. Menendez, as Chief Financial Officer of Watsco, each hereby
certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge:
|
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Watsco. |
|
/s/ Albert H. Nahmad |
Albert H. Nahmad Chief Executive Officer
March 1, 2018 |
|
/s/ Barry S. Logan |
Barry S. Logan Senior Vice President
March 1, 2018 |
|
/s/ Ana M. Menendez |
Ana M. Menendez Chief Financial Officer
March 1, 2018 |
A signed original of this written statement required by Section 906, or other document authenticating,
acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Watsco and will be retained by Watsco and furnished to the
Securities and Exchange Commission or its staff upon request.
This certification accompanies the Report pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by Watsco for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
v3.8.0.1
Document and Entity Information - USD ($)
|
12 Months Ended |
|
|
Dec. 31, 2017 |
Feb. 23, 2018 |
Jun. 30, 2017 |
Document Information [Line Items] |
|
|
|
Document Type |
10-K
|
|
|
Amendment Flag |
false
|
|
|
Document Period End Date |
Dec. 31, 2017
|
|
|
Document Fiscal Year Focus |
2017
|
|
|
Document Fiscal Period Focus |
FY
|
|
|
Trading Symbol |
WSO
|
|
|
Entity Registrant Name |
WATSCO INC
|
|
|
Entity Central Index Key |
0000105016
|
|
|
Current Fiscal Year End Date |
--12-31
|
|
|
Entity Well-known Seasoned Issuer |
Yes
|
|
|
Entity Current Reporting Status |
Yes
|
|
|
Entity Voluntary Filers |
No
|
|
|
Entity Filer Category |
Large Accelerated Filer
|
|
|
Entity Public Float |
|
|
$ 4,739,000,000
|
Common Stock |
|
|
|
Document Information [Line Items] |
|
|
|
Entity Common Stock, Shares Outstanding |
|
32,005,941
|
|
Class B Common Stock |
|
|
|
Document Information [Line Items] |
|
|
|
Entity Common Stock, Shares Outstanding |
|
5,301,183
|
|
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v3.8.0.1
Consolidated Statements of Income - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Revenues |
$ 4,341,955
|
[1] |
$ 4,220,702
|
[1] |
$ 4,113,239
|
Cost of sales |
3,276,296
|
|
3,186,118
|
|
3,105,882
|
Gross profit |
1,065,659
|
|
1,034,584
|
|
1,007,357
|
Selling, general and administrative expenses |
715,671
|
|
688,952
|
|
670,609
|
Other income |
3,886
|
|
|
|
|
Operating income |
353,874
|
|
345,632
|
|
336,748
|
Interest expense, net |
6,363
|
|
3,713
|
|
5,547
|
Income before income taxes |
347,511
|
|
341,919
|
|
331,201
|
Income taxes |
90,221
|
|
105,936
|
|
104,677
|
Net income |
257,290
|
|
235,983
|
|
226,524
|
Less: net income attributable to non-controlling interest |
49,069
|
|
53,173
|
|
53,595
|
Net income attributable to Watsco, Inc. |
$ 208,221
|
|
$ 182,810
|
|
$ 172,929
|
Earnings per share for Common and Class B common stock: |
|
|
|
|
|
Basic |
$ 5.81
|
[2] |
$ 5.16
|
[2] |
$ 4.91
|
Diluted |
$ 5.81
|
[2] |
$ 5.15
|
[2] |
$ 4.90
|
|
|
X |
- DefinitionThe aggregate costs related to goods produced and sold and services rendered by an entity during the reporting period. This excludes costs incurred during the reporting period related to financial services rendered and other revenue generating activities.
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v3.8.0.1
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Net income |
$ 257,290
|
$ 235,983
|
$ 226,524
|
Other comprehensive gain (loss), net of tax |
|
|
|
Foreign currency translation adjustment |
15,993
|
6,211
|
(39,378)
|
Unrealized (loss) gain on cash flow hedging instruments |
(702)
|
(965)
|
2,713
|
Reclassification of (gain) loss on cash flow hedging instruments into earnings |
(358)
|
323
|
(1,993)
|
Unrealized (loss) gain on available-for-sale securities |
(15)
|
14
|
(8)
|
Other comprehensive gain (loss) |
14,918
|
5,583
|
(38,666)
|
Comprehensive income |
272,208
|
241,566
|
187,858
|
Less: comprehensive income attributable to non-controlling interest |
54,678
|
55,382
|
38,086
|
Comprehensive income attributable to Watsco, Inc. |
$ 217,530
|
$ 186,184
|
$ 149,772
|
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v3.8.0.1
Consolidated Balance Sheets - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
Current assets: |
|
|
Cash and cash equivalents |
$ 80,496
|
$ 56,010
|
Accounts receivable, net |
478,133
|
475,974
|
Inventories |
761,314
|
685,011
|
Other current assets |
17,454
|
23,161
|
Total current assets |
1,337,397
|
1,240,156
|
Property and equipment, net |
91,198
|
90,502
|
Goodwill |
382,729
|
379,737
|
Intangible assets, net |
161,065
|
158,564
|
Other assets |
74,488
|
5,690
|
Total assets |
2,046,877
|
1,874,649
|
Current liabilities: |
|
|
Current portion of other long-term obligations |
244
|
200
|
Accounts payable |
230,476
|
185,482
|
Accrued expenses and other current liabilities |
185,757
|
129,206
|
Total current liabilities |
416,477
|
314,888
|
Long-term obligations: |
|
|
Borrowings under revolving credit agreement |
21,800
|
235,294
|
Other long-term obligations, net of current portion |
285
|
348
|
Total long-term obligations |
22,085
|
235,642
|
Deferred income taxes and other liabilities |
57,338
|
72,371
|
Commitments and contingencies |
|
|
Watsco, Inc. shareholders' equity: |
|
|
Preferred stock, $0.50 par value, 10,000,000 shares authorized; no shares issued |
|
|
Paid-in capital |
804,008
|
592,350
|
Accumulated other comprehensive loss, net of tax |
(34,221)
|
(43,530)
|
Retained earnings |
594,556
|
550,482
|
Treasury stock, at cost, 4,823,988 and 6,322,650 shares of Common stock and 48,263 and 48,263 shares of Class B common stock at December 31, 2017 and 2016, respectively |
(87,440)
|
(114,425)
|
Total Watsco, Inc. shareholders' equity |
1,297,953
|
1,005,828
|
Non-controlling interest |
253,024
|
245,920
|
Total shareholders' equity |
1,550,977
|
1,251,748
|
Total liabilities and shareholders' equity |
2,046,877
|
1,874,649
|
Common Stock |
|
|
Watsco, Inc. shareholders' equity: |
|
|
Common stock, $0.50 par value |
18,412
|
18,341
|
Class B Common Stock |
|
|
Watsco, Inc. shareholders' equity: |
|
|
Common stock, $0.50 par value |
$ 2,638
|
$ 2,610
|
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v3.8.0.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
|
Dec. 31, 2017 |
Dec. 31, 2016 |
Preferred stock, par value |
$ 0.50
|
$ 0.50
|
Preferred stock, shares authorized |
10,000,000
|
10,000,000
|
Preferred stock, shares issued |
0
|
0
|
Common Stock |
|
|
Common stock, par value |
$ 0.50
|
$ 0.50
|
Common stock, shares authorized |
60,000,000
|
60,000,000
|
Common stock, shares outstanding |
36,825,128
|
36,682,562
|
Treasury stock, shares |
4,823,988
|
6,322,650
|
Class B Common Stock |
|
|
Common stock, par value |
$ 0.50
|
$ 0.50
|
Common stock, shares authorized |
10,000,000
|
10,000,000
|
Common stock, shares outstanding |
5,275,838
|
5,218,754
|
Treasury stock, shares |
48,263
|
48,263
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.8.0.1
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands |
Total |
Common Stock, Class B Common Stock and Preferred Stock |
Paid-In Capital |
Accumulated Other Comprehensive Loss |
Retained Earnings |
Treasury Stock |
Non-controlling Interest |
Beginning balance at Dec. 31, 2014 |
$ 1,132,039
|
$ 20,689
|
$ 580,564
|
$ (23,747)
|
$ 420,879
|
$ (114,425)
|
$ 248,079
|
Beginning balance (in shares) at Dec. 31, 2014 |
|
35,006,621
|
|
|
|
|
|
Net income |
226,524
|
|
|
|
172,929
|
|
53,595
|
Other comprehensive gain (loss) |
(38,666)
|
|
|
(23,157)
|
|
|
(15,509)
|
Issuances of non-vested restricted shares of common stock (in shares) |
|
200,479
|
|
|
|
|
|
Issuances of non-vested restricted shares of common stock |
|
$ 100
|
(100)
|
|
|
|
|
Forfeitures of non-vested restricted shares of common stock (in shares) |
|
(5,000)
|
|
|
|
|
|
Forfeitures of non-vested restricted shares of common stock |
|
$ (2)
|
2
|
|
|
|
|
Common stock contribution to 401(k) plan |
1,963
|
$ 9
|
1,954
|
|
|
|
|
Common stock contribution to 401(k) plan (in shares) |
|
18,343
|
|
|
|
|
|
Stock issuances from exercise of stock options and employee stock purchase plan (in shares) |
|
124,262
|
|
|
|
|
|
Stock issuances from exercise of stock options and employee stock purchase plan |
8,632
|
$ 62
|
8,570
|
|
|
|
|
Retirement of common stock (in shares) |
|
(33,212)
|
|
|
|
|
|
Retirement of common stock |
(4,140)
|
$ (17)
|
(4,123)
|
|
|
|
|
Share-based compensation |
13,233
|
|
13,233
|
|
|
|
|
Excess tax benefit from share-based compensation |
2,422
|
|
2,422
|
|
|
|
|
Cash dividends declared and paid on Common and Class B common stock |
(98,532)
|
|
|
|
(98,532)
|
|
|
Distributions to non-controlling interest |
(39,754)
|
|
|
|
|
|
(39,754)
|
Ending balance at Dec. 31, 2015 |
1,203,721
|
$ 20,841
|
602,522
|
(46,904)
|
495,276
|
(114,425)
|
246,411
|
Ending balance (in shares) at Dec. 31, 2015 |
|
35,311,493
|
|
|
|
|
|
Net income |
235,983
|
|
|
|
182,810
|
|
53,173
|
Other comprehensive gain (loss) |
5,583
|
|
|
3,374
|
|
|
2,209
|
Issuances of non-vested restricted shares of common stock (in shares) |
|
183,144
|
|
|
|
|
|
Issuances of non-vested restricted shares of common stock |
|
$ 92
|
(92)
|
|
|
|
|
Forfeitures of non-vested restricted shares of common stock (in shares) |
|
(26,000)
|
|
|
|
|
|
Forfeitures of non-vested restricted shares of common stock |
|
$ (13)
|
13
|
|
|
|
|
Common stock contribution to 401(k) plan |
2,348
|
$ 10
|
2,338
|
|
|
|
|
Common stock contribution to 401(k) plan (in shares) |
|
20,045
|
|
|
|
|
|
Stock issuances from exercise of stock options and employee stock purchase plan (in shares) |
|
72,482
|
|
|
|
|
|
Stock issuances from exercise of stock options and employee stock purchase plan |
5,696
|
$ 36
|
5,660
|
|
|
|
|
Retirement of common stock (in shares) |
|
(30,761)
|
|
|
|
|
|
Retirement of common stock |
(4,018)
|
$ (15)
|
(4,003)
|
|
|
|
|
Share-based compensation |
11,848
|
|
11,848
|
|
|
|
|
Cash dividends declared and paid on Common and Class B common stock |
(127,604)
|
|
|
|
(127,604)
|
|
|
Decrease in non-controlling interest in Carrier Enterprise II |
(42,909)
|
|
(25,936)
|
|
|
|
(16,973)
|
Distributions to non-controlling interest |
(38,900)
|
|
|
|
|
|
(38,900)
|
Ending balance at Dec. 31, 2016 |
1,251,748
|
$ 20,951
|
592,350
|
(43,530)
|
550,482
|
(114,425)
|
245,920
|
Ending balance (in shares) at Dec. 31, 2016 |
|
35,530,403
|
|
|
|
|
|
Net income |
257,290
|
|
|
|
208,221
|
|
49,069
|
Other comprehensive gain (loss) |
14,918
|
|
|
9,309
|
|
|
5,609
|
Issuances of non-vested restricted shares of common stock (in shares) |
|
176,899
|
|
|
|
|
|
Issuances of non-vested restricted shares of common stock |
|
$ 88
|
(88)
|
|
|
|
|
Forfeitures of non-vested restricted shares of common stock (in shares) |
|
(10,000)
|
|
|
|
|
|
Forfeitures of non-vested restricted shares of common stock |
|
$ (5)
|
5
|
|
|
|
|
Common stock contribution to 401(k) plan |
2,428
|
$ 8
|
2,420
|
|
|
|
|
Common stock contribution to 401(k) plan (in shares) |
|
16,389
|
|
|
|
|
|
Stock issuances from exercise of stock options and employee stock purchase plan (in shares) |
|
49,166
|
|
|
|
|
|
Stock issuances from exercise of stock options and employee stock purchase plan |
5,287
|
$ 24
|
5,263
|
|
|
|
|
Retirement of common stock (in shares) |
|
(32,804)
|
|
|
|
|
|
Retirement of common stock |
(4,717)
|
$ (16)
|
(4,701)
|
|
|
|
|
Share-based compensation |
13,536
|
|
13,536
|
|
|
|
|
Net proceeds from the sale of Common stock |
247,433
|
|
220,448
|
|
|
26,985
|
|
Net proceeds from the sale of Common stock (in shares) |
|
1,498,662
|
|
|
|
|
|
Cash dividends declared and paid on Common and Class B common stock |
(164,147)
|
|
|
|
(164,147)
|
|
|
Investment in unconsolidated entity |
12,720
|
|
|
|
|
|
12,720
|
Decrease in non-controlling interest in Carrier Enterprise II |
(42,688)
|
|
(25,225)
|
|
|
|
(17,463)
|
Distributions to non-controlling interest |
(42,831)
|
|
|
|
|
|
(42,831)
|
Ending balance at Dec. 31, 2017 |
$ 1,550,977
|
$ 21,050
|
$ 804,008
|
$ (34,221)
|
$ 594,556
|
$ (87,440)
|
$ 253,024
|
Ending balance (in shares) at Dec. 31, 2017 |
|
37,228,715
|
|
|
|
|
|
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Consolidated Statements of Cash Flows - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Cash flows from operating activities: |
|
|
|
Net income |
$ 257,290
|
$ 235,983
|
$ 226,524
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
Depreciation and amortization |
22,033
|
20,066
|
19,117
|
Share-based compensation |
13,293
|
12,319
|
12,596
|
Deferred income tax (benefit) provision |
(10,735)
|
2,720
|
4,687
|
Provision for doubtful accounts |
1,991
|
3,487
|
2,688
|
Non-cash contribution to 401(k) plan |
2,428
|
2,348
|
1,963
|
Other income from investment in unconsolidated entity |
(3,886)
|
|
|
Loss (gain) on sale of property and equipment |
115
|
(189)
|
(487)
|
Excess tax benefits from share-based compensation |
|
|
(2,422)
|
Changes in operating assets and liabilities: |
|
|
|
Accounts receivable |
(1,676)
|
(26,941)
|
(26,121)
|
Inventories |
(73,403)
|
(9,729)
|
(3,652)
|
Accounts payable and other liabilities |
99,956
|
43,734
|
(11,760)
|
Other, net |
(886)
|
(2,067)
|
(285)
|
Net cash provided by operating activities |
306,520
|
281,731
|
222,848
|
Cash flows from investing activities: |
|
|
|
Investment in unconsolidated entity |
(63,600)
|
|
|
Capital expenditures |
(17,876)
|
(43,577)
|
(23,698)
|
Proceeds from sale of property and equipment |
168
|
744
|
760
|
Net cash used in investing activities |
(81,308)
|
(42,833)
|
(22,938)
|
Cash flows from financing activities: |
|
|
|
Net repayments under revolving credit agreement |
(213,494)
|
(10,006)
|
(56,256)
|
Dividends on Common and Class B common stock |
(164,147)
|
(127,604)
|
(98,532)
|
Purchase of additional ownership from non-controlling interest |
(42,688)
|
(42,909)
|
|
Distributions to non-controlling interest |
(42,831)
|
(38,900)
|
(39,754)
|
Repurchases of common stock to satisfy employee withholding tax obligations |
(4,674)
|
(3,975)
|
(1,465)
|
Net repayments of other long-term obligations |
(19)
|
(150)
|
(157)
|
Excess tax benefits from share-based compensation |
|
|
2,422
|
Net proceeds from issuances of common stock |
5,244
|
5,653
|
5,957
|
Proceeds from non-controlling interest for investment in unconsolidated entity |
12,720
|
|
|
Net proceeds from the sale of Common stock |
247,744
|
|
|
Net cash used in financing activities |
(202,145)
|
(217,891)
|
(187,785)
|
Effect of foreign exchange rate changes on cash and cash equivalents |
1,419
|
(226)
|
(1,343)
|
Net increase in cash and cash equivalents |
24,486
|
20,781
|
10,782
|
Cash and cash equivalents at beginning of year |
56,010
|
35,229
|
24,447
|
Cash and cash equivalents at end of year |
$ 80,496
|
$ 56,010
|
$ 35,229
|
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v3.8.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
12 Months Ended |
Dec. 31, 2017 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization, Consolidation and Presentation
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. At
December 31, 2017, we operated from 560 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.
The consolidated financial statements 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.
Foreign Currency Translation and Transactions
The functional currency of our operations in Canada is the Canadian
dollar. Foreign currency denominated assets and liabilities are
translated into U.S. dollars at the exchange rates in effect at the
balance sheet date, and income and expense items are translated at
the average exchange rates in effect during the applicable period.
The aggregate effect of foreign currency translation is recorded in
accumulated other comprehensive loss in our consolidated balance
sheets. Our net investment in our Canadian operations is recorded
at the historical rate and the resulting foreign currency
translation adjustments are included in accumulated other
comprehensive loss in our consolidated balance sheets. Gains or
losses resulting from transactions denominated in U.S. dollars are
recognized in earnings primarily within cost of sales in our
consolidated statements of income.
Our operations in Mexico consider their functional currency to be
the U.S. dollar because the majority of their transactions are
denominated in U.S. dollars. Gains or losses resulting from
transactions denominated in Mexican pesos are recognized in
earnings primarily within selling, general and administrative
expenses in our consolidated statements of income.
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 2017 presentation. These reclassifications had no
effect on net income or earnings per share as previously
reported.
Use of Estimates
The preparation of consolidated 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 consolidated financial statements and the reported
amounts of revenues and expenses for the reporting period.
Significant estimates include valuation reserves for accounts
receivable, inventories and income taxes, reserves related to
self-insurance programs and the valuation of goodwill and
indefinite lived intangible assets. While we believe that these
estimates are reasonable, actual results could differ from such
estimates.
Cash Equivalents
All highly liquid instruments purchased with original maturities of
three months or less are considered to be cash equivalents.
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable primarily consist of trade receivables due from
customers and are stated at the invoiced amount less an allowance
for doubtful accounts. An allowance for doubtful accounts is
maintained for estimated losses resulting from the inability of
customers to make required payments. When preparing these
estimates, we consider a number of factors, including the aging of
a customer’s account, past transactions with customers,
creditworthiness of specific customers, historical trends and other
information. Upon determination that an account is uncollectible,
the receivable balance is written off. At December 31, 2017
and 2016, the allowance for doubtful accounts totaled $6,049 and
$6,169, respectively.
Inventories
Inventories consist of air conditioning, heating and refrigeration
equipment and related parts and supplies and are valued at the
lower of cost using the weighted-average cost basis and the
first-in, first-out methods, or net realizable value. As part of
the valuation process, inventories are adjusted to reflect excess,
slow-moving and damaged inventories at their estimated net
realizable value. Inventory policies are reviewed periodically,
reflecting current risks, trends and changes in industry
conditions. A reserve for estimated inventory shrinkage is also
maintained to consider inventory shortages determined from cycle
counts and physical inventories.
Vendor Rebates
We have arrangements with several vendors that provide rebates
payable to us when we achieve any of a number of measures,
generally related to the volume level of purchases. We account for
such rebates as a reduction of inventory until we sell the product,
at which time such rebates are reflected as a reduction of cost of
sales in our consolidated statements of income. Throughout the
year, we estimate the amount of the rebate based on our estimate of
purchases to date relative to the purchase levels that mark our
progress toward earning the rebates. We continually revise our
estimates of earned vendor rebates based on actual purchase levels.
At December 31, 2017 and 2016, we had $11,621 and $9,926,
respectively, of rebates recorded as a reduction of inventory.
Substantially all vendor rebate receivables are collected within
three months immediately following the end of the year.
Marketable Securities
Investments in marketable equity securities are classified as
available-for-sale and are included in other assets in our
consolidated balance sheets. These equity securities are recorded
at fair value using the specific identification method with
unrealized holding gains and losses, net of deferred taxes,
included in accumulated other comprehensive loss within
shareholders’ equity. Dividend and interest income are
recognized in the statements of income when earned.
Property and Equipment
Property and equipment are stated at cost less accumulated
depreciation and amortization. Depreciation and amortization of
property and equipment is computed using the straight-line method.
Buildings and improvements are depreciated or amortized over
estimated useful lives ranging from 3-40 years. Leasehold
improvements are amortized over the shorter of the respective lease
terms or estimated useful lives. Furniture and fixtures are
depreciated over estimated useful lives ranging from 5-7 years.
Estimated useful lives for other depreciable assets range from 3-10
years.
Goodwill and Intangible Assets
Goodwill is recorded when the purchase price paid for an
acquisition exceeds the fair value of the net identified tangible
and intangible assets acquired. We evaluate goodwill for impairment
annually or more frequently when an event occurs or circumstances
change that indicate that the carrying value may not be
recoverable. We test goodwill for impairment by first comparing the
fair value of our reporting unit to its carrying value. If the fair
value is determined to be less than the carrying value, a second
step is performed to measure the amount of impairment loss. On
January 1, 2018, we performed our annual evaluation of
goodwill impairment and determined that the estimated fair value of
our reporting unit significantly exceeded its carrying value.
Intangible assets primarily consist of the value of trade names and
trademarks, distributor agreements, customer relationships and
non-compete agreements. Indefinite lived intangibles not subject to
amortization are assessed for impairment at least annually, or more
frequently if events or changes in circumstances indicate they may
be impaired, by comparing the fair value of the intangible asset to
its carrying amount to determine if a write-down to fair value is
required. Finite lived intangible assets are amortized using the
straight-line method over their respective estimated useful
lives.
We perform our annual impairment tests each year and have
determined there to be no impairment for any of the periods
presented. There were no events or circumstances identified from
the date of our assessment that would require an update to our
annual impairment tests.
Long-Lived Assets
Long-lived assets, other than goodwill and intangible assets, are
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of the assets may not be
recoverable. Recoverability is evaluated by determining whether the
amortization of the balance over its remaining life can be
recovered through undiscounted future operating cash flows. We
measure the impairment loss based on projected discounted cash
flows using a discount rate reflecting the average cost of funds
and compared to the asset’s carrying value. As of
December 31, 2017 there were no such events or
circumstances.
Fair Value Measurements
We carry various assets and liabilities at fair value in the
consolidated balance sheets. Fair value is defined as the price
that would be received for an asset or paid to transfer a liability
in an orderly transaction between market participants at the
measurement date. As such, fair value is a market-based measurement
that should be determined based on assumptions that market
participants would use in pricing an asset or liability. Fair value
measurements are classified based on the following fair value
hierarchy:
|
|
|
Level 1 |
|
Quoted prices in active markets for identical
assets or liabilities. An active market for an asset or liability
is a market in which transactions for the asset or liability occur
with sufficient frequency and volume to provide pricing information
on an ongoing basis. |
|
|
Level 2 |
|
Observable inputs other than Level 1 prices such
as quoted prices in active markets for similar assets or
liabilities; quoted prices in markets that are not active; or
model-driven valuations or other inputs that are observable or can
be corroborated by observable market data for substantially the
full term of the assets or liabilities. |
|
|
Level 3 |
|
Unobservable inputs for the asset or liability.
These inputs reflect our own assumptions about the assumptions a
market participant would use in pricing the asset or
liability. |
Revenue Recognition
Revenue primarily consists of sales of air conditioning, heating
and refrigeration equipment and related parts and supplies and is
recorded when shipment of products or delivery of services has
occurred. Substantially all customer returns relate to products
that are returned under warranty obligations underwritten by
manufacturers, effectively mitigating our risk of loss for customer
returns. Taxes collected from our customers and remitted to
governmental authorities are presented in our consolidated
statements of income on a net basis.
Advertising Costs
Advertising costs are expensed as incurred. Advertising expense for
the years ended December 31, 2017, 2016 and 2015, were
$24,677, $22,242 and $21,150, respectively.
Shipping and Handling
Shipping and handling costs associated with inbound freight are
capitalized to inventories and relieved through cost of sales as
inventories are sold. Shipping and handling costs associated with
the delivery of products is included in selling, general and
administrative expenses. Shipping and handling costs included in
selling, general and administrative expenses for the years ended
December 31, 2017, 2016 and 2015, were $47,670, $42,809 and
$41,345, respectively.
Share-Based Compensation
The fair value of stock option and non-vested restricted stock
awards are expensed net of estimated forfeitures on a straight-line
basis over the vesting period of the awards. Share-based
compensation expense is included in selling, general and
administrative expenses in our consolidated statements of income.
Cash flows from the tax benefits resulting from tax deductions in
excess of the compensation expense recognized for those options
(windfall tax benefits) were classified as financing cash flows for
the year ended December 31, 2015. Tax benefits resulting from
tax deductions in excess of share-based compensation expense
realized in 2017 and 2016 are recognized in our provision for
income taxes in the consolidated statements of income. Tax benefits
resulting from tax deductions in excess of share-based compensation
expense recognized were credited to paid-in capital in the
consolidated balance sheet for the year ended December 31,
2015.
Income Taxes
We record U.S. federal, state and foreign income taxes currently
payable, as well as deferred taxes due to temporary differences
between reporting income and expenses for financial statement
purposes versus tax purposes. Deferred tax assets and liabilities
reflect the temporary differences between the financial statement
and income tax basis of assets and liabilities. Deferred tax assets
and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect of
a change in tax rates is recognized as income or expense in the
period that includes the enactment date. We and our eligible
subsidiaries file a consolidated U.S. federal income tax return. As
income tax returns are generally not filed until well after the
closing process for the December 31 financial statements is
complete, the amounts recorded at December 31 reflect
estimates of what the final amounts will be when the actual income
tax returns are filed for that calendar year. In addition,
estimates are often required with respect to, among other things,
the appropriate state income tax rates to use in the various states
that we and our subsidiaries are required to file, the potential
utilization of operating loss carryforwards and valuation
allowances required, if any, for tax assets that may not be
realizable in the future.
We recognize the financial statement benefit of a tax position only
after determining that the relevant tax authority would more likely
than not sustain the position following an audit. For tax positions
meeting the “more-likely-than-not” threshold, the
amount recognized in the financial statements is the largest
benefit that has a greater than 50% likelihood of being realized
upon ultimate settlement with the relevant tax authority.
Earnings per Share
We compute earnings per share using the two-class method. The
two-class method of computing earnings per share is an earnings
allocation formula that determines earnings per share for common
stock and any participating securities according to dividends
declared (whether paid or unpaid) and participation rights in
undistributed earnings. Shares of our non-vested restricted stock
are considered participating securities because these awards
contain a non-forfeitable right to dividends irrespective of
whether the awards ultimately vest. Under the two-class method,
earnings per common share for our Common and Class B common stock
is computed by dividing the sum of distributed earnings to common
shareholders and undistributed earnings allocated to common
shareholders by the weighted-average number of shares of Common and
Class B common stock outstanding for the period. In applying the
two-class method, undistributed earnings are allocated to Common
stock, Class B common stock and participating securities based on
the weighted-average shares outstanding during the period.
Diluted earnings per share reflects the dilutive effect of
potential common shares from stock options. The dilutive effect of
outstanding stock options is computed using the treasury stock
method, which assumes any proceeds that could be obtained upon the
exercise of stock options, would be used to purchase common stock
at the average market price for the period. The assumed proceeds
include the purchase price the optionee pays, the windfall tax
benefit that we receive upon assumed exercise and the unrecognized
compensation expense at the end of each period.
Derivative Instruments and Hedging Activity
We have used derivative instruments, including forward and option
contracts and swaps, to manage our exposure to fluctuations in
foreign currency exchange rates and interest rates. The use of
these derivative instruments modifies the exposure of these risks
with the intent to reduce the risk or cost to us. We use derivative
instruments as risk management tools and not for trading purposes.
All derivatives, whether designated as hedging relationships or
not, are recorded on the balance sheet at fair value. Cash flows
from derivative instruments are classified in the consolidated
statements of cash flows in the same category as the cash flows
from the items subject to the designated hedge or undesignated
(economic) hedge relationships. The hedging designation may be
classified as one of the following:
No Hedging Designation. The gain or loss
on a derivative instrument not designated as an accounting hedging
instrument is recognized in earnings within selling, general and
administrative expenses.
Cash Flow Hedge. A hedge of a forecasted
transaction or of the variability of cash flows to be received or
paid related to a recognized asset or liability is considered a
cash flow hedge. The effective portion of the change in the fair
value of a derivative that is designated as a cash flow hedge is
recorded in other comprehensive income and reclassified to earnings
as a component of cost of sales in the period for which the hedged
transaction affects earnings. Ineffective portions of changes in
the fair value of cash flow hedges are recognized in earnings.
Fair Value Hedge. A hedge of a recognized
asset or liability or an unrecognized firm commitment is considered
a fair value hedge. Fair value hedges, both the effective and
ineffective portions of the changes in the fair value of the
derivative, along with the gain or loss on the hedged item that is
attributable to the hedged risk, are recorded in earnings.
See Note 14 for additional information pertaining to derivative
instruments.
New 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 various updates to this standard. The standard and its
related amendments (collectively, the “New Revenue
Standard”) are effective for interim and annual reporting
periods beginning after December 15, 2017. The New Revenue
Standard is effective for us on January 1, 2018. We will adopt
the New Revenue Standard using the modified retrospective
approach.
The adoption of the New Revenue Standard will not have a material
impact on the amount and timing of our revenue recognition. The New
Revenue Standard requires ongoing incremental disclosures,
including the disaggregation of revenue into categories that depict
how the nature, amount, timing and uncertainty of revenue and cash
flows are affected by economic factors.
Measurement of Inventory
In July 2015, the FASB issued guidance that simplifies the
measurement of inventory by replacing the lower of cost or market
test with a lower of cost and net realizable value test. The
guidance applies to all inventory that is measured using first-in,
first-out or average cost methods. This guidance must be applied
prospectively and became effective for interim and annual reporting
periods beginning after December 15, 2016. The adoption of
this guidance did not have a material impact on our consolidated
financial statements.
Classification of Deferred Taxes
In November 2015, the FASB issued guidance that requires deferred
tax assets and liabilities to be classified as noncurrent in a
classified balance sheet. This guidance may be applied either
prospectively or retrospectively and became effective for interim
and annual reporting periods beginning after December 15,
2016. The adoption of this guidance on January 1, 2017 using
the prospective approach did not have a material impact on our
consolidated financial statements.
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 for changes in the fair value of equity
investments, with certain exceptions, to be recognized through net
income rather than other comprehensive income. This guidance will
be applied using a modified retrospective approach through a
cumulative-effect adjustment to retained earnings and is effective
for interim and annual periods beginning after December 15,
2017. A cumulative-effect adjustment will capture any previously
held unrealized gains and losses related to our equity investments
carried at fair value. We do not expect the adoption of this
guidance to have a material impact on our consolidated financial
statements.
Leases
In February 2016, the 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 enhanced disclosures regarding the
amount, timing and uncertainty of cash flows arising from leases.
This guidance will be applied using a modified retrospective
approach and is effective for interim and annual periods beginning
after December 15, 2018 with early adoption permitted. We will
adopt this guidance on January 1, 2019. While we are still
evaluating the impact of adopting this guidance on our consolidated
financial statements, including the option to elect certain
practical expedients, we expect that, upon adoption, the
right-of-use assets and lease liabilities recorded could be
material to our consolidated balance sheets. However, we do not
expect a material impact on our consolidated statements of
income.
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 any tax-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.
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 is effective prospectively and is
effective for interim and annual periods beginning after
December 15, 2017 with early adoption permitted. We do not
expect the adoption of this guidance to 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 do not
expect the adoption of this guidance to have a material impact on
our consolidated financial statements.
|
X |
- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -URI http://asc.fasb.org/topic&trid=2122369
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v3.8.0.1
EARNINGS PER SHARE
|
12 Months Ended |
Dec. 31, 2017 |
EARNINGS PER SHARE |
2. EARNINGS PER SHARE
The following table presents the calculation of basic and diluted
earnings per share for our Common and Class B common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
Basic Earnings per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Watsco, Inc. shareholders
|
|
$ |
208,221 |
|
|
$ |
182,810 |
|
|
$ |
172,929 |
|
Less: distributed and undistributed earnings allocated to
non-vested restricted common stock
|
|
|
17,430 |
|
|
|
14,806 |
|
|
|
13,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings allocated to Watsco, Inc. shareholders
|
|
$ |
190,791 |
|
|
$ |
168,004 |
|
|
$ |
159,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding—Basic
|
|
|
32,824,947 |
|
|
|
32,582,385 |
|
|
|
32,435,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share for Common and Class B common stock
|
|
$ |
5.81 |
|
|
$ |
5.16 |
|
|
$ |
4.91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of earnings for Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
$ |
175,667 |
|
|
$ |
154,021 |
|
|
$ |
146,037 |
|
Class B common stock
|
|
|
15,124 |
|
|
|
13,983 |
|
|
|
13,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
190,791 |
|
|
$ |
168,004 |
|
|
$ |
159,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Watsco, Inc. shareholders
|
|
$ |
208,221 |
|
|
$ |
182,810 |
|
|
$ |
172,929 |
|
Less: distributed and undistributed earnings allocated to
non-vested restricted common stock
|
|
|
17,427 |
|
|
|
14,801 |
|
|
|
13,626 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings allocated to Watsco, Inc. shareholders
|
|
$ |
190,794 |
|
|
$ |
168,009 |
|
|
$ |
159,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding—Basic
|
|
|
32,824,947 |
|
|
|
32,582,385 |
|
|
|
32,435,961 |
|
Effect of dilutive stock options
|
|
|
37,686 |
|
|
|
34,119 |
|
|
|
44,395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding—Diluted
|
|
|
32,862,633 |
|
|
|
32,616,504 |
|
|
|
32,480,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share for Common and Class B common stock
|
|
$ |
5.81 |
|
|
$ |
5.15 |
|
|
$ |
4.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 December 31,
2017, 2016 and 2015, our outstanding Class B common stock was
convertible into 2,601,996, 2,711,811 and 2,699,710 shares of our
Common stock, respectively.
Diluted earnings per share excluded 11,664, 31,839 and 67,014
shares for the years ended December 31, 2017, 2016 and 2015,
respectively, related to stock options with an exercise price per
share greater than the average market value, resulting in an
anti-dilutive effect on diluted earnings per share.
|
X |
- DefinitionThe entire disclosure for earnings per share.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -URI http://asc.fasb.org/topic&trid=2144383
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v3.8.0.1
OTHER COMPREHENSIVE GAIN (LOSS)
|
12 Months Ended |
Dec. 31, 2017 |
OTHER COMPREHENSIVE GAIN (LOSS) |
3. OTHER COMPREHENSIVE GAIN (LOSS)
Other comprehensive gain (loss) consists of the foreign currency
translation adjustment associated with our Canadian
operations’ use of the Canadian dollar as its functional
currency and changes in the unrealized gains (losses) on cash flow
hedging instruments and available-for-sale securities. The tax
effects allocated to each component of other comprehensive loss
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
Foreign currency translation adjustment
|
|
$ |
15,993 |
|
|
$ |
6,211 |
|
|
$ |
(39,378 |
) |
|
|
|
|
Unrealized (loss) gain on cash flow hedging instruments
|
|
|
(961 |
) |
|
|
(1,321 |
) |
|
|
3,716 |
|
Income tax benefit (expense)
|
|
|
259 |
|
|
|
356 |
|
|
|
(1,003 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized (loss) gain on cash flow hedging instruments, net of
tax
|
|
|
(702 |
) |
|
|
(965 |
) |
|
|
2,713 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification of (gain) loss on cash flow hedging instruments
into earnings
|
|
|
(491 |
) |
|
|
442 |
|
|
|
(2,730 |
) |
Income tax expense (benefit)
|
|
|
133 |
|
|
|
(119 |
) |
|
|
737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification of (gain) loss on cash flow hedging instruments
into earnings, net of tax
|
|
|
(358 |
) |
|
|
323 |
|
|
|
(1,993 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) on available-for-sale securities
|
|
|
51 |
|
|
|
27 |
|
|
|
(12 |
) |
Income tax (expense) benefit
|
|
|
(66 |
) |
|
|
(13 |
) |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized (loss) gain on available-for-sale securities, net of
tax
|
|
|
(15 |
) |
|
|
14 |
|
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive gain (loss)
|
|
$ |
14,918 |
|
|
$ |
5,583 |
|
|
$ |
(38,666 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
The changes in each component of accumulated other comprehensive
loss, net of tax, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
Foreign currency translation adjustment:
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$ |
(43,459 |
) |
|
$ |
(47,204 |
) |
|
$ |
(23,623 |
) |
Current period other comprehensive gain (loss)
|
|
|
9,960 |
|
|
|
3,745 |
|
|
|
(23,581 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
|
(33,499 |
) |
|
|
(43,459 |
) |
|
|
(47,204 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
|
215 |
|
|
|
600 |
|
|
|
168 |
|
Current period other comprehensive (loss) income
|
|
|
(421 |
) |
|
|
(579 |
) |
|
|
1,628 |
|
Less reclassification adjustment
|
|
|
(215 |
) |
|
|
194 |
|
|
|
(1,196 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
|
(421 |
) |
|
|
215 |
|
|
|
600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
|
(286 |
) |
|
|
(300 |
) |
|
|
(292 |
) |
Current period other comprehensive (loss) income
|
|
|
(15 |
) |
|
|
14 |
|
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
|
(301 |
) |
|
|
(286 |
) |
|
|
(300 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive loss, net of tax
|
|
$ |
(34,221 |
) |
|
$ |
(43,530 |
) |
|
$ |
(46,904 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionThe entire disclosure for comprehensive income, which includes, but is not limited to, 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 220 -URI http://asc.fasb.org/topic&trid=2134417
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v3.8.0.1
SUPPLIER CONCENTRATION
|
12 Months Ended |
Dec. 31, 2017 |
SUPPLIER CONCENTRATION |
4. SUPPLIER CONCENTRATION
Purchases from our top ten suppliers comprised 84%, 85% and 84% of
all purchases made in 2017, 2016 and 2015, respectively. Our
largest supplier, Carrier and its affiliates, accounted for 62% of
all purchases made in 2017, 2016 and 2015. See Note 17. A
significant interruption by Carrier, or any of our other key
suppliers, in the delivery of products could impair our ability to
maintain current inventory levels and could materially impact our
consolidated results of operations and consolidated financial
position.
|
X |
- DefinitionThe entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -URI http://asc.fasb.org/topic&trid=2134479
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v3.8.0.1
PROPERTY AND EQUIPMENT
|
12 Months Ended |
Dec. 31, 2017 |
PROPERTY AND EQUIPMENT |
5. PROPERTY AND EQUIPMENT
Property and equipment, net, consists of:
|
|
|
|
|
|
|
|
|
December 31,
|
|
2017 |
|
|
2016 |
|
Land
|
|
$ |
820 |
|
|
$ |
820 |
|
Buildings and improvements
|
|
|
74,486 |
|
|
|
71,082 |
|
Machinery, vehicles and equipment
|
|
|
76,117 |
|
|
|
74,640 |
|
Furniture and fixtures
|
|
|
15,282 |
|
|
|
15,090 |
|
Computer hardware and software
|
|
|
47,377 |
|
|
|
42,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
214,082 |
|
|
|
204,147 |
|
Accumulated depreciation and amortization
|
|
|
(122,884 |
) |
|
|
(113,645 |
) |
|
|
|
|
|
|
|
|
|
|
|
$ |
91,198 |
|
|
$ |
90,502 |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense related to property and
equipment included in selling, general and administrative expenses
for the years ended December 31, 2017, 2016 and 2015, were
$16,770, $14,853 and $13,802, respectively.
|
X |
- DefinitionThe entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -URI http://asc.fasb.org/topic&trid=2155823
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v3.8.0.1
DEBT
|
12 Months Ended |
Dec. 31, 2017 |
DEBT |
6. DEBT
We maintain an unsecured, syndicated 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 decreased the borrowing capacity under
this credit agreement from $600,000 to $300,000. Included in the
credit facility are a $90,000 swingline subfacility, a $10,000
letter of credit subfacility and a $75,000 multicurrency borrowing
sublimit. The credit agreement matures on July 1, 2019.
Borrowings under the credit facility bear interest at either
LIBOR-based rates plus a spread, which ranges from 87.5 to 250.0
basis-points (LIBOR plus 87.5 basis-points at December 31,
2017), depending on our ratio of total debt to EBITDA, or on rates
based on the higher of the Prime rate or the Federal Funds Rate, in
each case plus a spread which ranges from 0 to 150.0 basis-points
(0 basis-points at December 31, 2017), 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 35.0 basis-points (12.5
basis-points at December 31, 2017).
At December 31, 2017 and 2016, $21,800 and $235,294,
respectively, were 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 December 31, 2017.
|
X |
- DefinitionThe entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 470 -URI http://asc.fasb.org/topic&trid=2208564
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v3.8.0.1
INCOME TAXES
|
12 Months Ended |
Dec. 31, 2017 |
INCOME TAXES |
7. INCOME TAXES
On December 22, 2017, Public Law 115-97 “An Act to
Provide for Reconciliation Pursuant to Titles II and V of the
Concurrent Resolution on the Budget for Fiscal Year 2018”
was enacted. This law is commonly referred to as the Tax Cuts and
Jobs Act of 2017 (the “TCJA”). The TCJA made broad and
complex changes to the U.S. tax code including but not limited to,
reducing the U.S. federal corporate tax rate from 35% to 21%
effective January 1, 2018 and requiring a one-time
repatriation transition tax on certain undistributed earnings of
foreign subsidiaries. The TCJA also put in place new tax laws that
will apply prospectively, which include, but are not limited to,
generally eliminating U.S. federal income taxes on dividends from
foreign subsidiaries and a new provision designed to tax U.S.
allocated expenses as well as currently taxing certain global
intangible low-taxed income (“GILTI”) of foreign
subsidiaries. GILTI is a tax on foreign income in excess of a
deemed return on tangible assets of foreign corporations. We have
not yet determined our policy election with respect to whether to
record deferred taxes for basis differences expected to reverse as
a result of the GILTI provisions in future years, or in the period
in which that tax was incurred.
U.S. GAAP requires the impact of tax legislation to be recorded in
the period of enactment. As a result, our 2017 effective income tax
rate reflects a net income tax benefit of $9,955 attributable to
the passage of the TCJA. This amount includes an income tax benefit
from the revaluation of U.S. deferred income taxes, partially
offset by an estimate for income tax expense to record U.S.
federal, state and foreign withholding tax on previously
undistributed earnings of our foreign subsidiaries. Due to the
enactment date and tax complexities of the TCJA, we have not
completed the accounting related to these items. In accordance with
Staff Accounting Bulletin 118, provisional amounts have been
recorded for the U.S. income tax attributable to the TCJA’s
deemed repatriation provision and the revaluation of U.S. deferred
taxes. These estimates may be impacted by the need for further
analysis and future clarification and guidance regarding available
tax accounting methods and elections, earnings and profits
computations, and state tax conformity to federal tax changes.
The components of income tax expense from our wholly-owned
operations and investments and our controlling interest in joint
ventures with Carrier are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
U.S. Federal
|
|
$ |
69,079 |
|
|
$ |
86,719 |
|
|
$ |
85,585 |
|
State
|
|
|
10,643 |
|
|
|
9,801 |
|
|
|
9,431 |
|
Foreign
|
|
|
10,499 |
|
|
|
9,416 |
|
|
|
9,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
90,221 |
|
|
$ |
105,936 |
|
|
$ |
104,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
$ |
100,956 |
|
|
$ |
103,216 |
|
|
$ |
99,990 |
|
Deferred
|
|
|
(10,735 |
) |
|
|
2,720 |
|
|
|
4,687 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
90,221 |
|
|
$ |
105,936 |
|
|
$ |
104,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We calculate our income tax expense and our effective tax rate for
100% of income attributable to our wholly-owned operations and for
our controlling interest of income attributable to our joint
ventures with Carrier, which are primarily taxed as partnerships
for income tax purposes.
Following is a reconciliation of the effective income tax rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
U.S. federal statutory rate
|
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
State income taxes, net of federal benefit and other
|
|
|
2.4 |
|
|
|
2.3 |
|
|
|
2.4 |
|
Excess tax benefits from share-based compensation
|
|
|
(2.7 |
) |
|
|
(1.0 |
) |
|
|
— |
|
Tax effects on foreign income
|
|
|
(1.0 |
) |
|
|
(0.1 |
) |
|
|
(0.3 |
) |
Tax credits and other
|
|
|
(0.6 |
) |
|
|
(0.2 |
) |
|
|
(0.1 |
) |
Repatriation transition tax
|
|
|
3.0 |
|
|
|
— |
|
|
|
— |
|
Deferred tax impact of enacted tax rate changes
|
|
|
(6.3 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate attributable to Watsco, Inc.
|
|
|
29.8 |
|
|
|
36.0 |
|
|
|
37.0 |
|
Taxes attributable to non-controlling interest
|
|
|
(3.8 |
) |
|
|
(5.0 |
) |
|
|
(5.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate
|
|
|
26.0 |
% |
|
|
31.0 |
% |
|
|
31.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a summary of the significant components of our net
deferred tax liabilities:
|
|
|
|
|
|
|
|
|
December 31,
|
|
2017 |
|
|
2016 |
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Share-based compensation
|
|
$ |
18,977 |
|
|
$ |
26,239 |
|
Capitalized inventory costs and inventory reserves
|
|
|
2,107 |
|
|
|
2,301 |
|
Allowance for doubtful accounts
|
|
|
929 |
|
|
|
1,379 |
|
Self-insurance reserves
|
|
|
153 |
|
|
|
500 |
|
Other
|
|
|
2,423 |
|
|
|
2,227 |
|
Net operating loss carryforwards
|
|
|
291 |
|
|
|
209 |
|
|
|
|
|
|
|
|
|
|
|
|
|
24,880 |
|
|
|
32,855 |
|
Valuation allowance
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
24,880 |
|
|
|
32,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Deductible goodwill
|
|
|
(67,246 |
) |
|
|
(88,581 |
) |
Depreciation
|
|
|
(5,519 |
) |
|
|
(5,883 |
) |
Other
|
|
|
(5,189 |
) |
|
|
(1,633 |
) |
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(77,954 |
) |
|
|
(96,097 |
) |
|
|
|
|
|
|
|
|
|
Net deferred tax liabilities (1)
|
|
$ |
(53,074 |
) |
|
$ |
(63,242 |
) |
|
|
|
|
|
|
|
|
|
(1) |
At December 31, 2017, net
deferred tax liabilities have been included in the consolidated
balance sheet in deferred income taxes and other liabilities. At
December 31, 2016, net current deferred tax assets and
liabilities of $5,485 are included in the consolidated balance
sheet in other current assets and net long-term deferred tax assets
and liabilities of $68,727 are included in the consolidated balance
sheet in deferred income taxes and other liabilities. |
Prior to enactment of the TCJA, U.S. income taxes had not been
provided on undistributed earnings of our foreign subsidiaries as
we had intended to reinvest such earnings permanently outside the
U.S. or to repatriate such earnings only when it was tax effective
to do so. As a result of the enactment of the TCJA, we have
provided an estimate related to the repatriation transition tax and
foreign withholding tax on certain undistributed earnings of our
foreign subsidiaries at December 31, 2017. Our intent going
forward is to indefinitely reinvest undistributed earnings outside
of the U.S. or to repatriate the earnings only when it is tax
effective to do so.
Valuation allowances are provided to reduce the related deferred
income tax assets to an amount which will, more likely than not, be
realized. As a result of our assessment of the realization of
deferred income tax assets, we have concluded that it is more
likely than not that all of our deferred income tax assets will be
realized and thus no valuation allowance was necessary at both
December 31, 2017 and 2016. At December 31, 2017, there
were state net operating loss carryforwards of $7,606, which expire
in varying amounts from 2018 through 2037. These amounts are
available to offset future taxable income. There were no federal
net operating loss carryforwards at December 31, 2017.
We are subject to United States federal income tax, income tax of
multiple state jurisdictions and foreign income tax. We are
subject to tax audits in the various jurisdictions until the
respective statutes of limitations expire. We are no longer
subject to United States federal tax examinations for tax years
prior to 2014. For the majority of states and foreign
jurisdictions, we are no longer subject to tax examinations for tax
years prior to 2013.
As of December 31, 2017 and 2016, the total amount of gross
unrecognized tax benefits (excluding the federal benefit received
from state positions) was $4,225 and $3,695, respectively. Of these
totals, $3,457 and $2,573, respectively, (net of the federal
benefit received from state positions) represent the amount of
unrecognized tax benefits that, if recognized, would affect the
effective tax rate. Our continuing practice is to recognize
penalties within selling, general and administrative expenses and
interest related to income tax matters in income tax expense in the
consolidated statements of income. As of December 31, 2017 and
2016, the cumulative amount of estimated accrued interest and
penalties resulting from such unrecognized tax benefits was $540
and $414, respectively, and is included in deferred income taxes
and other liabilities in the accompanying consolidated balance
sheets.
The changes in gross unrecognized tax benefits are as follows:
|
|
|
|
|
Balance at December 31, 2014
|
|
$ |
3,719 |
|
Additions based on tax positions related to the current year
|
|
|
871 |
|
Reductions due to lapse of applicable statute of limitations and
tax assessments
|
|
|
(1,077 |
) |
|
|
|
|
|
Balance at December 31, 2015
|
|
|
3,513 |
|
Additions based on tax positions related to the current year
|
|
|
547 |
|
Reductions due to lapse of applicable statute of limitations
|
|
|
(365 |
) |
|
|
|
|
|
Balance at December 31, 2016
|
|
|
3,695 |
|
Additions based on tax positions related to the current year
|
|
|
801 |
|
Reductions due to lapse of applicable statute of limitations
|
|
|
(271 |
) |
|
|
|
|
|
Balance at December 31, 2017
|
|
$ |
4,225 |
|
|
|
|
|
|
|
X |
- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 740 -URI http://asc.fasb.org/topic&trid=2144680
+ Details
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v3.8.0.1
SHARE-BASED COMPENSATION AND BENEFIT PLANS
|
12 Months Ended |
Dec. 31, 2017 |
SHARE-BASED COMPENSATION AND BENEFIT PLANS |
8. SHARE-BASED COMPENSATION AND BENEFIT PLANS
Share-Based Compensation Plans
We maintain the 2014 Incentive Compensation Plan (the “2014
Plan”) that provides for the award of a broad variety of
share-based compensation alternatives such as non-vested restricted
stock, non-qualified stock options, incentive stock options,
performance awards, dividend equivalents, deferred stock and stock
appreciation rights at no less than 100% of the market price on the
date the award is granted. To date, awards under the 2014 Plan
consist of non-qualified stock options and non-vested restricted
stock. The 2014 Plan replaced the Watsco, Inc. Amended and Restated
2001 Incentive Compensation Plan (the “2001 Plan”) upon
its expiration in 2014.
Under the 2014 Plan, the number of shares of Common and Class B
common stock available for issuance is (i) 2,000,000, plus
(ii) 45,421 shares of Common stock or Class B common stock
that remained available for grant in connection with awards under
the 2001 Plan as of the date our shareholders approved the 2014
Plan plus (iii) shares underlying currently outstanding awards
issued under the 2001 Plan, which shares become reissuable under
the 2014 Plan to the extent that such underlying shares are not
issued due to their forfeiture, expiration, termination or
otherwise. A total of 439,534 shares of Common stock, net of
cancellations, and 493,522 shares of Class B common stock, had been
awarded under the 2014 Plan as of December 31, 2017. As of
December 31, 2017, 1,112,365 shares of common stock were
reserved for future grants under the 2014 Plan. Options under the
2014 Plan vest over two to four years of service and have
contractual terms of five years. Awards of non-vested restricted
stock, which are granted at no cost to the employee, vest upon
attainment of a specified age, generally toward the end of an
employee’s career at age 62 or older. Vesting may be
accelerated in certain circumstances prior to the original vesting
date.
The 2001 Plan expired during 2014; therefore, no additional options
may be granted. There were 12,750 options to exercise common stock
outstanding under the 2001 Plan at December 31, 2017. Options
under the 2001 Plan vest over two to four years of service and have
contractual terms of five years.
The following is a summary of stock option activity under the 2014
Plan and the 2001 Plan as of and for the year ended
December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options |
|
|
Weighted-
Average
Exercise
Price |
|
|
Weighted-
Average
Remaining
Contractual
Term
(in years) |
|
|
Aggregate
Intrinsic
Value |
|
Options outstanding at December 31, 2016
|
|
|
294,250 |
|
|
$ |
122.80 |
|
|
|
|
|
|
|
|
|
Granted
|
|
|
179,750 |
|
|
|
150.35 |
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(39,751 |
) |
|
|
98.05 |
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(34,166 |
) |
|
|
139.40 |
|
|
|
|
|
|
|
|
|
Expired
|
|
|
(1,250 |
) |
|
|
67.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2017
|
|
|
398,833 |
|
|
$ |
136.44 |
|
|
|
3.47 |
|
|
$ |
13,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at December 31, 2017
|
|
|
33,919 |
|
|
$ |
121.65 |
|
|
|
2.80 |
|
|
$ |
1,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following is a summary of non-vested restricted stock activity
as of and for the year ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Weighted-
Average
Grant Date
Fair Value |
|
Non-vested restricted stock outstanding at December 31, 2016
|
|
|
2,898,890 |
|
|
$ |
54.13 |
|
Granted
|
|
|
176,899 |
|
|
|
149.47 |
|
Vested
|
|
|
(80,550 |
) |
|
|
50.05 |
|
Forfeited
|
|
|
(10,000 |
) |
|
|
134.71 |
|
|
|
|
|
|
|
|
|
|
Non-vested restricted stock outstanding at December 31, 2017
|
|
|
2,985,239 |
|
|
$ |
51.22 |
|
|
|
|
|
|
|
|
|
|
The weighted-average grant date fair value of non-vested restricted
stock granted during 2017, 2016 and 2015 was $149.47, $130.01 and
$114.55, respectively. The fair value of non-vested restricted
stock that vested during 2017, 2016 and 2015 was $11,580, $10,096
and $2,468, respectively.
During 2017, 32,454 shares of Common stock with an aggregate fair
market value of $4,664 were withheld as payment in lieu of cash to
satisfy tax withholding obligations in connection with the vesting
of restricted stock. During 2016, 30,413 shares of Common and Class
B common stock with an aggregate fair market value of $3,967 were
withheld as payment in lieu of cash to satisfy tax withholding
obligations in connection with the vesting of restricted stock.
During 2015, 7,206 shares of Common stock with an aggregate fair
market value of $889 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.
Share-Based Compensation Fair Value Assumptions
The fair value of each stock option award is estimated on the date
of grant using the Black-Scholes option pricing valuation model
based on the weighted-average assumptions noted in the table below.
The fair value of each stock option award, which is subject to
graded vesting, is expensed, net of estimated forfeitures, on a
straight-line basis over the requisite service period for each
separately vesting portion of the stock option. We use historical
data to estimate stock option forfeitures. The expected term of
stock option awards granted represents the period of time that
stock option awards granted are expected to be outstanding and was
calculated using the simplified method for plain vanilla options,
which we believe provides a reasonable estimate of expected life
based on our historical data. The risk-free rate for periods within
the contractual life of the stock option award is based on the
yield curve of a zero-coupon United States Treasury bond on the
date the stock option award is granted with a maturity equal to the
expected term of the stock option award. Expected volatility is
based on historical volatility of our stock.
The following table presents the weighted-average assumptions used
for stock options granted:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
Expected term in years
|
|
|
4.25 |
|
|
|
4.25 |
|
|
|
4.25 |
|
Risk-free interest rate
|
|
|
1.77 |
% |
|
|
1.24 |
% |
|
|
1.25 |
% |
Expected volatility
|
|
|
17.41 |
% |
|
|
18.65 |
% |
|
|
20.96 |
% |
Expected dividend yield
|
|
|
2.82 |
% |
|
|
2.54 |
% |
|
|
2.29 |
% |
Grant date fair value
|
|
$ |
17.23 |
|
|
$ |
16.37 |
|
|
$ |
17.17 |
|
Exercise of Stock Options
The total intrinsic value of stock options exercised during 2017,
2016 and 2015 was $2,296, $4,123 and $6,691, respectively. Cash
received from the exercise of stock options during 2017, 2016 and
2015 was $3,855, $4,447 and $4,850, respectively. During 2017, 2016
and 2015, 350 shares of Common stock with an aggregate fair market
value of $53, 348 shares of Common stock with an aggregate fair
market value of $51 and 26,006 shares of Class B common stock with
an aggregate fair market value of $3,251, respectively, were
withheld as payment in lieu of cash for stock option exercises and
related tax withholdings. These shares were retired upon
delivery.
Share-Based Compensation Expense
The following table provides information on share-based
compensation expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
Stock options
|
|
$ |
1,451 |
|
|
$ |
1,149 |
|
|
$ |
952 |
|
Non-vested restricted stock
|
|
|
11,842 |
|
|
|
11,170 |
|
|
|
11,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense
|
|
$ |
13,293 |
|
|
$ |
12,319 |
|
|
$ |
12,596 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2017, there was $2,703 of unrecognized pre-tax
compensation expense related to stock options granted under the
2014 Plan and 2001 Plan, which is expected to be recognized over a
weighted-average period of approximately 1.8 years. The total fair
value of stock options that vested during 2017, 2016 and 2015 was
$754, $736 and $856, respectively.
At December 31, 2017, there was $109,297 of unrecognized
pre-tax compensation expense related to non-vested restricted
stock, which is expected to be recognized over a weighted-average
period of approximately 11 years. Of this amount, approximately
$59,000 is related to awards granted to our Chief Executive Officer
(“CEO”), of which approximately $11,000 and $48,000
vest in approximately 5 and 9 years upon his attainment of age 82
and 86, respectively. In the event that vesting is accelerated for
any circumstance, as defined in the related agreements, the
remaining unrecognized share-based compensation expense would be
immediately recognized as a charge to earnings with a corresponding
tax benefit. At December 31, 2017, we were obligated to issue
42,871 shares of non-vested restricted stock to our CEO that vest
in 9 years and 13,779 shares of non-vested restricted stock to our
President that vest in 26 years in connection with 2017 performance
based incentive compensation.
Employee Stock Purchase Plan
The Watsco, Inc. Fourth Amended and Restated 1996 Qualified
Employee Stock Purchase Plan (the “ESPP”) provides for
up to 1,500,000 shares of Common stock to be available for
purchase by our full-time employees with at least 90 days of
service. The ESPP allows participating employees to purchase shares
of Common stock at a 5% discount to the fair market value at
specified times. During 2017, 2016 and 2015, employees purchased
5,571, 5,956 and 6,463 shares of Common stock at an average price
of $144.58, $125.84 and $112.53 per share, respectively. Cash
dividends received by the ESPP were reinvested in Common stock and
resulted in the issuance of 3,844, 3,442 and 3,183 additional
shares during 2017, 2016 and 2015, respectively. We received net
proceeds of $1,389, $1,206 and $1,107, respectively, during 2017,
2016 and 2015, for shares of our Common stock purchased under the
ESPP. At December 31, 2017, 486,745 shares remained available
for purchase under the ESPP.
401(k) Plan
We have a profit sharing retirement plan for our employees that is
qualified under Section 401(k) of the Internal Revenue Code.
Annual matching contributions are made based on a percentage of
eligible employee compensation deferrals. The contribution has
historically been made with the issuance of Common stock to the
plan on behalf of our employees. For the years ended
December 31, 2017, 2016 and 2015, we issued 16,389, 20,045 and
18,343 shares of Common stock, respectively, to the plan,
representing the Common stock discretionary matching contribution
of $2,428, $2,348 and $1,963, respectively.
|
X |
- DefinitionThe entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -URI http://asc.fasb.org/subtopic&trid=2208855
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v3.8.0.1
PURCHASE OF ADDITIONAL OWNERSHIP INTEREST IN JOINT VENTURE
|
12 Months Ended |
Dec. 31, 2017 |
PURCHASE OF ADDITIONAL OWNERSHIP INTEREST IN JOINT VENTURE |
9. PURCHASE OF ADDITIONAL OWNERSHIP INTEREST IN JOINT
VENTURE
In 2011, we formed a joint venture with Carrier, Carrier Enterprise
Northeast LLC, which we refer to as Carrier Enterprise II. Carrier
Enterprise II had sales of approximately $545,000 in 2017 from 40
locations in the northeastern United States and 14 locations in
Mexico. We initially owned a 60% controlling interest in Carrier
Enterprise II. On November 29, 2016, we purchased an
additional 10% ownership interest for cash consideration of
$42,909, and, on February 13, 2017, we purchased an additional
10% ownership interest for cash consideration of $42,688, which
together increased our controlling interest in Carrier Enterprise
II to 80%.
|
X |
- DefinitionThe entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 323 -URI http://asc.fasb.org/topic&trid=2196965
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v3.8.0.1
INVESTMENT IN UNCONSOLIDATED ENTITY
|
12 Months Ended |
Dec. 31, 2017 |
INVESTMENT IN UNCONSOLIDATED ENTITY |
10. 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 annual sales of
approximately $650,000, 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. Carrier Enterprise I entered into 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
35% voting equity 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.
|
X |
- DefinitionThe entire disclosure for investments in unconsolidated entities, including but not limited to equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group.
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v3.8.0.1
GOODWILL AND INTANGIBLE ASSETS
|
12 Months Ended |
Dec. 31, 2017 |
GOODWILL AND INTANGIBLE ASSETS |
11. GOODWILL AND INTANGIBLE ASSETS
The changes in the carrying amount of goodwill are as follows:
|
|
|
|
|
Balance at December 31, 2015
|
|
$ |
378,310 |
|
Foreign currency translation adjustment
|
|
|
1,427 |
|
|
|
|
|
|
Balance at December 31, 2016
|
|
|
379,737 |
|
Foreign currency translation adjustment
|
|
|
2,992 |
|
|
|
|
|
|
Balance at December 31, 2017
|
|
$ |
382,729 |
|
|
|
|
|
|
Intangible assets are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
Estimated
Useful Lives |
|
|
2017 |
|
|
2016 |
|
Indefinite lived intangible assets—Trade names, trademarks
and distribution rights
|
|
|
|
|
|
$ |
125,194 |
|
|
$ |
120,288 |
|
Finite lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
|
10-15 years |
|
|
|
73,053 |
|
|
|
70,194 |
|
Trade name
|
|
|
10 years |
|
|
|
1,150 |
|
|
|
1,150 |
|
Non-compete agreements
|
|
|
7 years |
|
|
|
— |
|
|
|
369 |
|
Accumulated amortization
|
|
|
|
|
|
|
(38,332 |
) |
|
|
(33,437 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Finite lived intangible assets, net
|
|
|
|
|
|
|
35,871 |
|
|
|
38,276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
161,065 |
|
|
$ |
158,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization expense related to finite lived intangible assets
included in selling, general and administrative expenses for the
years ended December 31, 2017, 2016 and 2015, were $5,263,
$5,213 and $5,315, respectively. Annual amortization of finite
lived intangible assets for the next five years is expected to
approximate the following:
|
|
|
|
|
2018
|
|
$ |
4,900 |
|
2019
|
|
$ |
4,900 |
|
2020
|
|
$ |
4,900 |
|
2021
|
|
$ |
4,200 |
|
2022
|
|
$ |
3,500 |
|
|
X |
- DefinitionThe entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -URI http://asc.fasb.org/topic&trid=2144416
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v3.8.0.1
SHAREHOLDERS' EQUITY
|
12 Months Ended |
Dec. 31, 2017 |
SHAREHOLDERS' EQUITY |
12. SHAREHOLDERS’ EQUITY
Common Stock
Common stock and Class B common stock share equally in earnings and
are identical in most other respects except (i) Common stock
is entitled to one vote on most matters and each share of Class B
common stock is entitled to ten votes; (ii) shareholders of
Common stock are entitled to elect 25% of the Board of Directors
(rounded up to the nearest whole number) and Class B shareholders
are entitled to elect the balance of the Board of Directors;
(iii) cash dividends may be paid on Common stock without
paying a cash dividend on Class B common stock and no cash dividend
may be paid on Class B common stock unless at least an equal cash
dividend is paid on Common stock and (iv) Class B common stock
is convertible at any time into Common stock on a one-for-one basis
at the option of the shareholder.
Preferred Stock
We are authorized to issue preferred stock with such designation,
rights and preferences as may be determined from time to time by
our Board of Directors. Accordingly, the Board of Directors is
empowered, without shareholder approval, to issue preferred stock
with dividend, liquidation, conversion, voting or other rights
which could adversely affect the voting power or other rights of
the holders of our Common stock and Class B common stock and, in
certain instances, could adversely affect the market price of this
stock. We had no preferred stock outstanding at December 31,
2017 or 2016.
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 Form
S-3 (File No. 333-207831).
During 2017, we sold 1,498,662 shares of Common stock under the ATM
Program for net proceeds of $247,744. Direct costs of $311 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. 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.
Stock Repurchase Plan
In September 1999, our Board of Directors authorized the
repurchase, at management’s discretion, of up to 7,500,000
shares of common stock in the open market or via private
transactions. Shares repurchased under the program are accounted
for using the cost method and result in a reduction of
shareholders’ equity. No shares were repurchased during 2017,
2016 or 2015. In aggregate, 6,322,650 shares of Common stock and
48,263 shares of Class B common stock have been repurchased at a
cost of $114,425 since the inception of the program. At
December 31, 2017, there were 1,129,087 shares remaining
authorized for repurchase under the program.
|
X |
- DefinitionThe entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762
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v3.8.0.1
FINANCIAL INSTRUMENTS
|
12 Months Ended |
Dec. 31, 2017 |
FINANCIAL INSTRUMENTS |
13. FINANCIAL INSTRUMENTS
Recorded Financial Instruments
Recorded financial instruments consist of cash and cash
equivalents, accounts receivable, accounts payable, the current
portion of long-term obligations, borrowings under our revolving
credit agreement and debt instruments included in other long-term
obligations. At December 31, 2017 and 2016, the fair values of
cash and cash equivalents, accounts receivable, accounts payable
and the current portion of long-term obligations approximated their
carrying values due to the short-term nature of these
instruments.
The fair values of variable rate borrowings under our revolving
credit agreement and debt instruments included in long-term
obligations also approximate their carrying value based upon
interest rates available for similar instruments with consistent
terms and remaining maturities.
Off-Balance Sheet
Financial Instruments
At both December 31, 2017 and 2016, we were contingently
liable under standby letters of credit aggregating $2,430, which
are primarily used as collateral to cover any contingency related
to additional risk assessments pertaining to our self-insurance
programs. Additionally, at December 31, 2017 and 2016, we were
contingently liable under various performance bonds aggregating
approximately $4,000 and $8,000, respectively, which are used as
collateral to cover any contingencies related to our nonperformance
under agreements with certain customers. We do not expect that any
material losses or obligations will result from the issuance of the
standby letters of credit or performance bonds because we expect to
meet our obligations under our self-insurance programs and to
certain customers in the ordinary course of business. Accordingly,
the estimated fair value of these instruments is zero.
Concentrations of Credit Risk
Financial instruments which potentially subject us to
concentrations of credit risk consist principally of accounts
receivable. Concentrations of credit risk are limited due to the
large number of customers comprising the customer base and their
dispersion across many different geographical regions. We also have
access to credit insurance programs which are used as an additional
means to mitigate credit risk.
|
X |
- DefinitionThe entire disclosure for financial instruments. This disclosure includes, but is not limited to, fair value measurements of short and long term marketable securities, international currencies forward contracts, and auction rate securities. Financial instruments may include hedging and non-hedging currency exchange instruments, derivatives, securitizations and securities available for sale at fair value. Also included are investment results, realized and unrealized gains and losses as well as impairments and risk management disclosures.
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v3.8.0.1
DERIVATIVES
|
12 Months Ended |
Dec. 31, 2017 |
DERIVATIVES |
14. 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
December 31, 2017, 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 December 31, 2017 was $29,500, and such
contracts have varying terms expiring through September 2018.
The impact from foreign exchange derivative instruments designated
as cash flow hedges was as follows:
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 |
|
|
2016 |
|
Loss recorded in accumulated other comprehensive loss
|
|
$ |
(961 |
) |
|
$ |
(1,321 |
) |
Gain (loss) reclassified from accumulated other comprehensive loss
into earnings
|
|
$ |
(491 |
) |
|
$ |
442 |
|
At December 31, 2017, we expected an estimated $962 pre-tax
loss 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
December 31, 2017 was $11,200, and such contracts have varying
terms expiring through August 2018.
We recognized (losses) gains of $(829), $(306) and $2,552 from
foreign currency forward and option contracts not designated as
hedging instruments in our consolidated statements of income for
2017, 2016 and 2015, 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 consolidated balance sheets. See Note
15.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives |
|
|
Liability Derivatives |
|
December 31,
|
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
Derivatives designated as hedging instruments
|
|
$ |
70 |
|
|
$ |
227 |
|
|
$ |
773 |
|
|
$ |
35 |
|
Derivatives not designated as hedging instruments
|
|
|
180 |
|
|
|
14 |
|
|
|
184 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative instruments
|
|
$ |
250 |
|
|
$ |
241 |
|
|
$ |
957 |
|
|
$ |
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionThe entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -URI http://asc.fasb.org/topic&trid=2229140
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v3.8.0.1
FAIR VALUE MEASUREMENTS
|
12 Months Ended |
Dec. 31, 2017 |
FAIR VALUE MEASUREMENTS |
15. 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 December 31, 2017 Using |
|
|
|
Balance Sheet Location
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities
|
|
Other assets |
|
$ |
332 |
|
|
$ |
332 |
|
|
|
— |
|
|
|
— |
|
Derivative financial instruments
|
|
Other current assets |
|
$ |
250 |
|
|
|
— |
|
|
$ |
250 |
|
|
|
— |
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
Accrued expenses and other current
liabilities |
|
$ |
957 |
|
|
|
— |
|
|
$ |
957 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Fair Value Measurements
at December 31, 2016 Using |
|
|
|
Balance Sheet Location
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities
|
|
Other assets |
|
$ |
281 |
|
|
$ |
281 |
|
|
|
— |
|
|
|
— |
|
Derivative financial instruments
|
|
Other current assets |
|
$ |
241 |
|
|
|
— |
|
|
$ |
241 |
|
|
|
— |
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
Accrued expenses and other current
liabilities |
|
$ |
39 |
|
|
|
— |
|
|
$ |
39 |
|
|
|
— |
|
The following is a description of the valuation techniques used for
these assets and liabilities, as well as the level of input used to
measure fair value:
Available-for-sale securities – 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.
Derivative financial instruments – these derivatives
are foreign currency forward and option contracts. See Note 14.
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
2017 or 2016.
|
X |
- DefinitionThe entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -URI http://asc.fasb.org/topic&trid=2155941
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v3.8.0.1
COMMITMENTS AND CONTINGENCIES
|
12 Months Ended |
Dec. 31, 2017 |
COMMITMENTS AND CONTINGENCIES |
16. COMMITMENTS AND CONTINGENCIES
Litigation, Claims and Assessments
In December 2015, a purported Watsco shareholder, Nelson Gaskins
(the “Plaintiff”), filed a derivative lawsuit in the
U.S. District Court for the Southern District of Florida (the
“Court”) against Watsco’s Board of Directors. The
Company was a nominal defendant. The lawsuit alleged breach of
fiduciary duties regarding CEO incentive compensation and sought to
recover alleged excessive incentive compensation and unspecified
damages. The Court dismissed this action, and the Plaintiff filed a
notice of appeal to the U.S. Court of Appeals for the Eleventh
Circuit (the “Appellate Court”). In May 2017, the
Appellate Court dismissed the Plaintiff’s appeal and the
action with prejudice. Neither the Plaintiff nor the
Plaintiff’s lawyers received any payment from, or on behalf
of, Watsco or its Directors in connection with this lawsuit and the
related appeal.
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 $2,344 and $2,951 at
December 31, 2017 and 2016, respectively, were established
related to such programs and are included in accrued expenses and
other current liabilities in our consolidated balance sheets.
Variable Interest Entity
As of December 31, 2017, in conjunction with our casualty
insurance programs, limited equity interests are held in a captive
insurance entity. The programs permit us to self-insure a portion
of losses, to gain access to a wide array of safety-related
services, to pool insurance risks and resources in order to obtain
more competitive pricing for administration and reinsurance and to
limit risk of loss in any particular year. The entity meets the
definition of Variable Interest Entity (“VIE”);
however, we do not meet the requirements to include this entity in
the consolidated financial statements. The maximum exposure to loss
related to our involvement with this entity is limited to
approximately $4,200. See “Self-Insurance” above for
further information on commitments associated with the insurance
programs and Note 13, under the caption “Off-Balance Sheet
Financial Instruments,” for further information on standby
letters of credit. At December 31, 2017, there were no other
entities that met the definition of a VIE.
Operating Leases
We are obligated under various non-cancelable operating lease
agreements for real property, equipment and vehicles used in our
operations with varying terms through 2028. We are committed to pay
a portion of the actual operating expenses under certain of these
lease agreements. These operating expenses are not included in the
table below. Some of these arrangements have free or escalating
rent payment provisions. We recognize rent expense under such
arrangements on a straight-line basis over the lease term.
At December 31, 2017, future minimum payments under
non-cancelable operating leases over each of the next five years
and thereafter were as follows:
|
|
|
|
|
2018
|
|
$ |
69,136 |
|
2019
|
|
|
51,645 |
|
2020
|
|
|
36,127 |
|
2021
|
|
|
22,434 |
|
2022
|
|
|
12,985 |
|
Thereafter
|
|
|
5,824 |
|
|
|
|
|
|
Total minimum payments
|
|
$ |
198,151 |
|
|
|
|
|
|
Rental expense for the years ended December 31, 2017, 2016 and
2015, was $84,076, $83,260 and $82,581, respectively.
Purchase Obligations
At December 31, 2017, we were obligated under various
non-cancelable purchase orders with our key suppliers for goods
aggregating approximately $11,000.
|
X |
- DefinitionThe entire disclosure for commitments and contingencies.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 450 -URI http://asc.fasb.org/topic&trid=2127136
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v3.8.0.1
RELATED PARTY TRANSACTIONS
|
12 Months Ended |
Dec. 31, 2017 |
RELATED PARTY TRANSACTIONS |
17. RELATED PARTY TRANSACTIONS
Purchases from Carrier and its affiliates comprised 62% of all
inventory purchases made during 2017, 2016 and 2015. At
December 31, 2017 and 2016, approximately $75,000 and $63,000,
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
consolidated statements of income for 2017, 2016 and 2015 included
approximately $64,000, $56,000 and $62,000, 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 Chairman and Chief
Executive Officer of Moss & Associates LLC, which serves
as general contractor for the remodeling of our Miami headquarters.
We paid Moss & Associates LLC $951 and $291 for
construction services performed during 2017 and 2016, respectively,
and $131 was payable at December 31, 2017.
A member of our Board of Directors is the Senior Chairman of
Greenberg Traurig, P.A., which serves as our principal outside
counsel and receives customary fees for legal services. During
2017, we paid this firm $475 for services performed and $0 was
payable at December 31, 2017.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 850 -URI http://asc.fasb.org/topic&trid=2122745
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v3.8.0.1
INFORMATION ABOUT GEOGRAPHIC AREAS
|
12 Months Ended |
Dec. 31, 2017 |
INFORMATION ABOUT GEOGRAPHIC AREAS |
18. INFORMATION ABOUT GEOGRAPHIC AREAS
Our operations are primarily within the United States, including
Puerto Rico, Canada and Mexico. Products are also sold from the
United States on an export-only basis to portions of Latin America
and the Caribbean Basin. The following tables set forth revenues
and long-lived assets by geographical area:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$ |
3,919,684 |
|
|
$ |
3,813,204 |
|
|
$ |
3,710,977 |
|
Canada
|
|
|
269,603 |
|
|
|
267,220 |
|
|
|
263,908 |
|
Mexico
|
|
|
152,668 |
|
|
|
140,278 |
|
|
|
138,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$ |
4,341,955 |
|
|
$ |
4,220,702 |
|
|
$ |
4,113,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2017 |
|
|
2016 |
|
|
|
|
Long-Lived Assets:
|
|
|
|
|
|
|
|
|
|
United States
|
|
$ |
540,136 |
|
|
$ |
467,728 |
|
|
Canada
|
|
|
163,944 |
|
|
|
155,758 |
|
|
Mexico
|
|
|
5,400 |
|
|
|
5,317 |
|
|
|
|
|
|
|
|
|
|
|
|
Total long-lived assets
|
|
$ |
709,480 |
|
|
$ |
628,803 |
|
|
|
|
|
|
|
|
|
|
|
|
Revenues are attributed to countries based on the location of the
store from which the sale occurred. Long-lived assets consist
primarily of goodwill and intangible assets, property and
equipment, and our investment in an unconsolidated entity.
|
X |
- DefinitionThe entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 280 -URI http://asc.fasb.org/topic&trid=2134510
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v3.8.0.1
SUPPLEMENTAL CASH FLOW INFORMATION
|
12 Months Ended |
Dec. 31, 2017 |
SUPPLEMENTAL CASH FLOW INFORMATION |
19. SUPPLEMENTAL CASH FLOW INFORMATION
Supplemental cash flow information was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
Interest paid
|
|
$ |
5,773 |
|
|
$ |
3,362 |
|
|
$ |
4,993 |
|
Income taxes net of refunds
|
|
$ |
48,056 |
|
|
$ |
99,006 |
|
|
$ |
103,261 |
|
|
X |
- DefinitionThe entire disclosure for supplemental cash flow activities, including cash, noncash, and part noncash transactions, for the period. Noncash is defined as information about all investing and financing activities of an enterprise during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 230 -URI http://asc.fasb.org/topic&trid=2134446
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v3.8.0.1
SUBSEQUENT EVENTS
|
12 Months Ended |
Dec. 31, 2017 |
SUBSEQUENT EVENTS |
20. SUBSEQUENT EVENTS
On January 2, 2018, our Board of Directors declared a regular
quarterly cash dividend of $1.25 per share of Common and
Class B common stock that was paid on January 31, 2018 to
shareholders of record as of January 16, 2018.
Effective February 5, 2018, we decreased the borrowing
capacity under our credit agreement from $600,000 to $300,000. See
Note 6.
On February 6, 2018, our Board of Directors approved an
increase to the quarterly cash dividend per share of Common and
Class B common stock to $1.45 per share from $1.25 per share,
beginning with the dividend that will be paid in April 2018.
|
X |
- DefinitionTabular disclosure of significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, losses resulting from fire or flood, losses on receivables, significant realized and unrealized gains and losses that result from changes in quoted market prices of securities, declines in market prices of inventory, changes in authorized or issued debt (SEC), significant foreign exchange rate changes, substantial loans to insiders or affiliates, significant long-term investments, and substantial dividends not in the ordinary course of business.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662
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v3.8.0.1
SELECTED QUARTERLY FINANCIAL DATA
|
12 Months Ended |
Dec. 31, 2017 |
SELECTED QUARTERLY FINANCIAL DATA |
WATSCO, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except per share data)
|
|
1st
Quarter |
|
|
2nd
Quarter |
|
|
3rd
Quarter |
|
|
4th
Quarter |
|
|
Total |
|
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues (1)
|
|
$ |
872,095 |
|
|
$ |
1,275,924 |
|
|
$ |
1,229,591 |
|
|
$ |
964,345 |
|
|
$ |
4,341,955 |
|
Gross profit
|
|
$ |
218,556 |
|
|
$ |
310,278 |
|
|
$ |
295,895 |
|
|
$ |
240,930 |
|
|
$ |
1,065,659 |
|
Net income attributable to Watsco, Inc.
|
|
$ |
26,181 |
|
|
$ |
73,756 |
|
|
$ |
65,029 |
|
|
$ |
43,255 |
|
|
$ |
208,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share for Common and Class B common stock (2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.71 |
|
|
$ |
2.07 |
|
|
$ |
1.82 |
|
|
$ |
1.19 |
|
|
$ |
5.81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$ |
0.71 |
|
|
$ |
2.07 |
|
|
$ |
1.82 |
|
|
$ |
1.19 |
|
|
$ |
5.81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues (1)
|
|
$ |
851,424 |
|
|
$ |
1,214,435 |
|
|
$ |
1,241,232 |
|
|
$ |
913,611 |
|
|
$ |
4,220,702 |
|
Gross profit
|
|
$ |
212,447 |
|
|
$ |
291,861 |
|
|
$ |
302,204 |
|
|
$ |
228,072 |
|
|
$ |
1,034,584 |
|
Net income attributable to Watsco, Inc.
|
|
$ |
25,537 |
|
|
$ |
64,621 |
|
|
$ |
63,099 |
|
|
$ |
29,553 |
|
|
$ |
182,810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share for Common and Class B common stock (2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.71 |
|
|
$ |
1.82 |
|
|
$ |
1.78 |
|
|
$ |
0.81 |
|
|
$ |
5.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$ |
0.71 |
|
|
$ |
1.82 |
|
|
$ |
1.78 |
|
|
$ |
0.81 |
|
|
$ |
5.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Sales of residential central air
conditioners, heating equipment and parts and supplies are
seasonal. Demand related to the residential central air
conditioning replacement market is typically highest in the second
and third quarters, and demand for heating equipment is usually
highest in the fourth quarter. Demand related to the new
construction sectors throughout most of the markets is fairly
evenly distributed throughout the year except for dependence on
housing completions and related weather and economic
conditions. |
(2) |
Quarterly and year-to-date
earnings per share are calculated on an individual basis;
therefore, the sum of earnings per share amounts for the quarters
may not equal earnings per share amounts for the year. |
|
X |
- DefinitionThe entire disclosure for quarterly financial data. Includes, but is not limited to, tabular presentation of financial information for fiscal quarters, effect of year-end adjustments, and an explanation of matters or transactions that affect comparability of the information.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 270 -URI http://asc.fasb.org/topic&trid=2126967
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v3.8.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
12 Months Ended |
Dec. 31, 2017 |
Organization, Consolidation and Presentation |
Organization, Consolidation and Presentation
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. At
December 31, 2017, we operated from 560 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.
The consolidated financial statements 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.
|
Foreign Currency Translation and Transactions |
Foreign Currency Translation and Transactions
The functional currency of our operations in Canada is the Canadian
dollar. Foreign currency denominated assets and liabilities are
translated into U.S. dollars at the exchange rates in effect at the
balance sheet date, and income and expense items are translated at
the average exchange rates in effect during the applicable period.
The aggregate effect of foreign currency translation is recorded in
accumulated other comprehensive loss in our consolidated balance
sheets. Our net investment in our Canadian operations is recorded
at the historical rate and the resulting foreign currency
translation adjustments are included in accumulated other
comprehensive loss in our consolidated balance sheets. Gains or
losses resulting from transactions denominated in U.S. dollars are
recognized in earnings primarily within cost of sales in our
consolidated statements of income.
Our operations in Mexico consider their functional currency to be
the U.S. dollar because the majority of their transactions are
denominated in U.S. dollars. Gains or losses resulting from
transactions denominated in Mexican pesos are recognized in
earnings primarily within selling, general and administrative
expenses in our consolidated statements of income.
|
Equity Method Investments |
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 |
Reclassifications
Certain reclassifications of prior year amounts have been made to
conform to the 2017 presentation. These reclassifications had no
effect on net income or earnings per share as previously
reported.
|
Use of Estimates |
Use of Estimates
The preparation of consolidated 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 consolidated financial statements and the reported
amounts of revenues and expenses for the reporting period.
Significant estimates include valuation reserves for accounts
receivable, inventories and income taxes, reserves related to
self-insurance programs and the valuation of goodwill and
indefinite lived intangible assets. While we believe that these
estimates are reasonable, actual results could differ from such
estimates.
|
Cash Equivalents |
Cash Equivalents
All highly liquid instruments purchased with original maturities of
three months or less are considered to be cash equivalents.
|
Accounts Receivable and Allowance for Doubtful Accounts |
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable primarily consist of trade receivables due from
customers and are stated at the invoiced amount less an allowance
for doubtful accounts. An allowance for doubtful accounts is
maintained for estimated losses resulting from the inability of
customers to make required payments. When preparing these
estimates, we consider a number of factors, including the aging of
a customer’s account, past transactions with customers,
creditworthiness of specific customers, historical trends and other
information. Upon determination that an account is uncollectible,
the receivable balance is written off. At December 31, 2017
and 2016, the allowance for doubtful accounts totaled $6,049 and
$6,169, respectively.
|
Inventories |
Inventories
Inventories consist of air conditioning, heating and refrigeration
equipment and related parts and supplies and are valued at the
lower of cost using the weighted-average cost basis and the
first-in, first-out methods, or net realizable value. As part of
the valuation process, inventories are adjusted to reflect excess,
slow-moving and damaged inventories at their estimated net
realizable value. Inventory policies are reviewed periodically,
reflecting current risks, trends and changes in industry
conditions. A reserve for estimated inventory shrinkage is also
maintained to consider inventory shortages determined from cycle
counts and physical inventories.
|
Vendor Rebates |
Vendor Rebates
We have arrangements with several vendors that provide rebates
payable to us when we achieve any of a number of measures,
generally related to the volume level of purchases. We account for
such rebates as a reduction of inventory until we sell the product,
at which time such rebates are reflected as a reduction of cost of
sales in our consolidated statements of income. Throughout the
year, we estimate the amount of the rebate based on our estimate of
purchases to date relative to the purchase levels that mark our
progress toward earning the rebates. We continually revise our
estimates of earned vendor rebates based on actual purchase levels.
At December 31, 2017 and 2016, we had $11,621 and $9,926,
respectively, of rebates recorded as a reduction of inventory.
Substantially all vendor rebate receivables are collected within
three months immediately following the end of the year.
|
Marketable Securities |
Marketable Securities
Investments in marketable equity securities are classified as
available-for-sale and are included in other assets in our
consolidated balance sheets. These equity securities are recorded
at fair value using the specific identification method with
unrealized holding gains and losses, net of deferred taxes,
included in accumulated other comprehensive loss within
shareholders’ equity. Dividend and interest income are
recognized in the statements of income when earned.
|
Property and Equipment |
Property and Equipment
Property and equipment are stated at cost less accumulated
depreciation and amortization. Depreciation and amortization of
property and equipment is computed using the straight-line method.
Buildings and improvements are depreciated or amortized over
estimated useful lives ranging from 3-40 years. Leasehold improvements are
amortized over the shorter of the respective lease terms or
estimated useful lives. Furniture and fixtures are depreciated over
estimated useful lives ranging from 5-7 years. Estimated useful lives for
other depreciable assets range from 3-10 years.
|
Goodwill and Other Intangible Assets |
Goodwill and Intangible Assets
Goodwill is recorded when the purchase price paid for an
acquisition exceeds the fair value of the net identified tangible
and intangible assets acquired. We evaluate goodwill for impairment
annually or more frequently when an event occurs or circumstances
change that indicate that the carrying value may not be
recoverable. We test goodwill for impairment by first comparing the
fair value of our reporting unit to its carrying value. If the fair
value is determined to be less than the carrying value, a second
step is performed to measure the amount of impairment loss. On
January 1, 2018, we performed our annual evaluation of
goodwill impairment and determined that the estimated fair value of
our reporting unit significantly exceeded its carrying value.
Intangible assets primarily consist of the value of trade names and
trademarks, distributor agreements, customer relationships and
non-compete agreements. Indefinite lived intangibles not subject to
amortization are assessed for impairment at least annually, or more
frequently if events or changes in circumstances indicate they may
be impaired, by comparing the fair value of the intangible asset to
its carrying amount to determine if a write-down to fair value is
required. Finite lived intangible assets are amortized using the
straight-line method over their respective estimated useful
lives.
We perform our annual impairment tests each year and have
determined there to be no impairment for any of the periods
presented. There were no events or circumstances identified from
the date of our assessment that would require an update to our
annual impairment tests.
|
Long-Lived Assets |
Long-Lived Assets
Long-lived assets, other than goodwill and intangible assets, are
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of the assets may not be
recoverable. Recoverability is evaluated by determining whether the
amortization of the balance over its remaining life can be
recovered through undiscounted future operating cash flows. We
measure the impairment loss based on projected discounted cash
flows using a discount rate reflecting the average cost of funds
and compared to the asset’s carrying value. As of
December 31, 2017 there were no such events or
circumstances.
|
Fair Value Measurements |
Fair Value Measurements
We carry various assets and liabilities at fair value in the
consolidated balance sheets. Fair value is defined as the price
that would be received for an asset or paid to transfer a liability
in an orderly transaction between market participants at the
measurement date. As such, fair value is a market-based measurement
that should be determined based on assumptions that market
participants would use in pricing an asset or liability. Fair value
measurements are classified based on the following fair value
hierarchy:
|
|
|
Level 1 |
|
Quoted prices in active markets for identical
assets or liabilities. An active market for an asset or liability
is a market in which transactions for the asset or liability occur
with sufficient frequency and volume to provide pricing information
on an ongoing basis. |
|
|
Level 2 |
|
Observable inputs other than Level 1 prices such
as quoted prices in active markets for similar assets or
liabilities; quoted prices in markets that are not active; or
model-driven valuations or other inputs that are observable or can
be corroborated by observable market data for substantially the
full term of the assets or liabilities. |
|
|
Level 3 |
|
Unobservable inputs for the asset or liability.
These inputs reflect our own assumptions about the assumptions a
market participant would use in pricing the asset or
liability. |
|
Revenue Recognition |
Revenue Recognition
Revenue primarily consists of sales of air conditioning, heating
and refrigeration equipment and related parts and supplies and is
recorded when shipment of products or delivery of services has
occurred. Substantially all customer returns relate to products
that are returned under warranty obligations underwritten by
manufacturers, effectively mitigating our risk of loss for customer
returns. Taxes collected from our customers and remitted to
governmental authorities are presented in our consolidated
statements of income on a net basis.
|
Advertising Costs |
Advertising Costs
Advertising costs are expensed as incurred. Advertising expense for
the years ended December 31, 2017, 2016 and 2015, were
$24,677, $22,242 and $21,150, respectively.
|
Shipping and Handling |
Shipping and Handling
Shipping and handling costs associated with inbound freight are
capitalized to inventories and relieved through cost of sales as
inventories are sold. Shipping and handling costs associated with
the delivery of products is included in selling, general and
administrative expenses. Shipping and handling costs included in
selling, general and administrative expenses for the years ended
December 31, 2017, 2016 and 2015, were $47,670, $42,809 and
$41,345, respectively.
|
Share-Based Compensation |
Share-Based Compensation
The fair value of stock option and non-vested restricted stock awards are
expensed net of estimated forfeitures on a straight-line basis over
the vesting period of the awards. Share-based compensation expense
is included in selling, general and administrative expenses in our
consolidated statements of income. Cash flows from the tax benefits
resulting from tax deductions in excess of the compensation expense
recognized for those options (windfall tax benefits) were
classified as financing cash flows for the year ended
December 31, 2015. Tax benefits resulting from tax deductions
in excess of share-based compensation expense realized in 2017 and
2016 are recognized in our provision for income taxes in the
consolidated statements of income. Tax benefits resulting from tax
deductions in excess of share-based compensation expense recognized
were credited to paid-in
capital in the consolidated balance sheet for the year ended
December 31, 2015.
|
Income Taxes |
Income Taxes
We record U.S. federal, state and foreign income taxes currently
payable, as well as deferred taxes due to temporary differences
between reporting income and expenses for financial statement
purposes versus tax purposes. Deferred tax assets and liabilities
reflect the temporary differences between the financial statement
and income tax basis of assets and liabilities. Deferred tax assets
and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect of
a change in tax rates is recognized as income or expense in the
period that includes the enactment date. We and our eligible
subsidiaries file a consolidated U.S. federal income tax return. As
income tax returns are generally not filed until well after the
closing process for the December 31 financial statements is
complete, the amounts recorded at December 31 reflect
estimates of what the final amounts will be when the actual income
tax returns are filed for that calendar year. In addition,
estimates are often required with respect to, among other things,
the appropriate state income tax rates to use in the various states
that we and our subsidiaries are required to file, the potential
utilization of operating loss carryforwards and valuation
allowances required, if any, for tax assets that may not be
realizable in the future.
We recognize the financial statement benefit of a tax position only
after determining that the relevant tax authority would more likely
than not sustain the position following an audit. For tax positions
meeting the “more-likely-than-not” threshold, the
amount recognized in the financial statements is the largest
benefit that has a greater than 50% likelihood of being realized
upon ultimate settlement with the relevant tax authority.
|
Earnings per Share |
Earnings per Share
We compute earnings per share using the two-class method. The
two-class method of computing earnings per share is an earnings
allocation formula that determines earnings per share for common
stock and any participating securities according to dividends
declared (whether paid or unpaid) and participation rights in
undistributed earnings. Shares of our non-vested restricted stock
are considered participating securities because these awards
contain a non-forfeitable right to dividends irrespective of
whether the awards ultimately vest. Under the two-class method,
earnings per common share for our Common and Class B common stock
is computed by dividing the sum of distributed earnings to common
shareholders and undistributed earnings allocated to common
shareholders by the weighted-average number of shares of Common and
Class B common stock outstanding for the period. In applying the
two-class method, undistributed earnings are allocated to Common
stock, Class B common stock and participating securities based on
the weighted-average shares outstanding during the period.
Diluted earnings per share reflects the dilutive effect of
potential common shares from stock options. The dilutive effect of
outstanding stock options is computed using the treasury stock
method, which assumes any proceeds that could be obtained upon the
exercise of stock options, would be used to purchase common stock
at the average market price for the period. The assumed proceeds
include the purchase price the optionee pays, the windfall tax
benefit that we receive upon assumed exercise and the unrecognized
compensation expense at the end of each period.
|
Derivative Instruments and Hedging Activity |
Derivative Instruments and Hedging Activity
We have used derivative instruments, including forward and option
contracts and swaps, to manage our exposure to fluctuations in
foreign currency exchange rates and interest rates. The use of
these derivative instruments modifies the exposure of these risks
with the intent to reduce the risk or cost to us. We use derivative
instruments as risk management tools and not for trading purposes.
All derivatives, whether designated as hedging relationships or
not, are recorded on the balance sheet at fair value. Cash flows
from derivative instruments are classified in the consolidated
statements of cash flows in the same category as the cash flows
from the items subject to the designated hedge or undesignated
(economic) hedge relationships. The hedging designation may be
classified as one of the following:
No Hedging Designation. The gain or loss on a derivative
instrument not designated as an accounting hedging instrument is
recognized in earnings within selling, general and administrative
expenses.
Cash Flow Hedge. A hedge of a forecasted transaction or of
the variability of cash flows to be received or paid related to a
recognized asset or liability is considered a cash flow hedge. The
effective portion of the change in the fair value of a derivative
that is designated as a cash flow hedge is recorded in other
comprehensive income and reclassified to earnings as a component of
cost of sales in the period for which the hedged transaction
affects earnings. Ineffective portions of changes in the fair value
of cash flow hedges are recognized in earnings.
Fair Value Hedge. A hedge of a recognized asset or liability
or an unrecognized firm commitment is considered a fair value
hedge. Fair value hedges, both the effective and ineffective
portions of the changes in the fair value of the derivative, along
with the gain or loss on the hedged item that is attributable to
the hedged risk, are recorded in earnings.
See Note 14 for additional information pertaining to derivative
instruments.
|
New Accounting Standards |
New 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 various updates to this standard. The standard and its
related amendments (collectively, the “New Revenue
Standard”) are effective for interim and annual reporting
periods beginning after December 15, 2017. The New Revenue
Standard is effective for us on January 1, 2018. We will adopt
the New Revenue Standard using the modified retrospective
approach.
The adoption of the New Revenue Standard will not have a material
impact on the amount and timing of our revenue recognition. The New
Revenue Standard requires ongoing incremental disclosures,
including the disaggregation of revenue into categories that depict
how the nature, amount, timing and uncertainty of revenue and cash
flows are affected by economic factors.
Measurement of Inventory
In July 2015, the FASB issued guidance that simplifies the
measurement of inventory by replacing the lower of cost or market
test with a lower of cost and net realizable value test. The
guidance applies to all inventory that is measured using first-in,
first-out or average cost methods. This guidance must be applied
prospectively and became effective for interim and annual reporting
periods beginning after December 15, 2016. The adoption of
this guidance did not have a material impact on our consolidated
financial statements.
Classification of Deferred Taxes
In November 2015, the FASB issued guidance that requires deferred
tax assets and liabilities to be classified as noncurrent in a
classified balance sheet. This guidance may be applied either
prospectively or retrospectively and became effective for interim
and annual reporting periods beginning after December 15,
2016. The adoption of this guidance on January 1, 2017 using
the prospective approach did not have a material impact on our
consolidated financial statements.
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 for changes in the fair value of equity
investments, with certain exceptions, to be recognized through net
income rather than other comprehensive income. This guidance will
be applied using a modified retrospective approach through a
cumulative-effect adjustment to retained earnings and is effective
for interim and annual periods beginning after December 15,
2017. A cumulative-effect adjustment will capture any previously
held unrealized gains and losses related to our equity investments
carried at fair value. We do not expect the adoption of this
guidance to have a material impact on our consolidated financial
statements.
Leases
In February 2016, the 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 enhanced disclosures regarding the
amount, timing and uncertainty of cash flows arising from leases.
This guidance will be applied using a modified retrospective
approach and is effective for interim and annual periods beginning
after December 15, 2018 with early adoption permitted. We will
adopt this guidance on January 1, 2019. While we are still
evaluating the impact of adopting this guidance on our consolidated
financial statements, including the option to elect certain
practical expedients, we expect that, upon adoption, the
right-of-use assets and lease liabilities recorded could be
material to our consolidated balance sheets. However, we do not
expect a material impact on our consolidated statements of
income.
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 any tax-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.
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 is effective prospectively and is
effective for interim and annual periods beginning after
December 15, 2017 with early adoption permitted. We do not
expect the adoption of this guidance to 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 do not
expect the adoption of this guidance to have a material impact on
our consolidated financial statements.
|
Self-Insurance |
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 $2,344 and $2,951 at
December 31, 2017 and 2016, respectively, were established
related to such programs and are included in accrued expenses and
other current liabilities in our consolidated balance sheets.
|
X |
- DefinitionDisclosure of accounting policy for advertising costs. For those costs that cannot be capitalized, discloses whether such costs are expensed as incurred or the first period in which the advertising takes place. For direct response advertising costs that are capitalized, describes those assets and the accounting policy used, including a description of the qualifying activity, the types of costs capitalized and the related amortization period. An entity also may disclose its accounting policy for cooperative advertising arrangements.
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v3.8.0.1
EARNINGS PER SHARE (Tables)
|
12 Months Ended |
Dec. 31, 2017 |
Schedule of Basic and Diluted Earnings Per Common Share |
The following table presents the calculation of basic and diluted
earnings per share for our Common and Class B common stock:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
Basic Earnings per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Watsco, Inc. shareholders
|
|
$ |
208,221 |
|
|
$ |
182,810 |
|
|
$ |
172,929 |
|
Less: distributed and undistributed earnings allocated to
non-vested restricted common stock
|
|
|
17,430 |
|
|
|
14,806 |
|
|
|
13,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings allocated to Watsco, Inc. shareholders
|
|
$ |
190,791 |
|
|
$ |
168,004 |
|
|
$ |
159,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding—Basic
|
|
|
32,824,947 |
|
|
|
32,582,385 |
|
|
|
32,435,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share for Common and Class B common stock
|
|
$ |
5.81 |
|
|
$ |
5.16 |
|
|
$ |
4.91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of earnings for Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
$ |
175,667 |
|
|
$ |
154,021 |
|
|
$ |
146,037 |
|
Class B common stock
|
|
|
15,124 |
|
|
|
13,983 |
|
|
|
13,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
190,791 |
|
|
$ |
168,004 |
|
|
$ |
159,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings per Share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Watsco, Inc. shareholders
|
|
$ |
208,221 |
|
|
$ |
182,810 |
|
|
$ |
172,929 |
|
Less: distributed and undistributed earnings allocated to
non-vested restricted common stock
|
|
|
17,427 |
|
|
|
14,801 |
|
|
|
13,626 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings allocated to Watsco, Inc. shareholders
|
|
$ |
190,794 |
|
|
$ |
168,009 |
|
|
$ |
159,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding—Basic
|
|
|
32,824,947 |
|
|
|
32,582,385 |
|
|
|
32,435,961 |
|
Effect of dilutive stock options
|
|
|
37,686 |
|
|
|
34,119 |
|
|
|
44,395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding—Diluted
|
|
|
32,862,633 |
|
|
|
32,616,504 |
|
|
|
32,480,356 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share for Common and Class B common stock
|
|
$ |
5.81 |
|
|
$ |
5.15 |
|
|
$ |
4.90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionTabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257
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v3.8.0.1
OTHER COMPREHENSIVE GAIN (LOSS) (Tables)
|
12 Months Ended |
Dec. 31, 2017 |
Schedule of Tax Effects Allocated to Each Component of Other Comprehensive Income (Loss) |
The tax effects allocated to each component of other
comprehensive loss were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
Foreign currency translation adjustment
|
|
$ |
15,993 |
|
|
$ |
6,211 |
|
|
$ |
(39,378 |
) |
|
|
|
|
Unrealized (loss) gain on cash flow hedging instruments
|
|
|
(961 |
) |
|
|
(1,321 |
) |
|
|
3,716 |
|
Income tax benefit (expense)
|
|
|
259 |
|
|
|
356 |
|
|
|
(1,003 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized (loss) gain on cash flow hedging instruments, net of
tax
|
|
|
(702 |
) |
|
|
(965 |
) |
|
|
2,713 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification of (gain) loss on cash flow hedging instruments
into earnings
|
|
|
(491 |
) |
|
|
442 |
|
|
|
(2,730 |
) |
Income tax expense (benefit)
|
|
|
133 |
|
|
|
(119 |
) |
|
|
737 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification of (gain) loss on cash flow hedging instruments
into earnings, net of tax
|
|
|
(358 |
) |
|
|
323 |
|
|
|
(1,993 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain (loss) on available-for-sale securities
|
|
|
51 |
|
|
|
27 |
|
|
|
(12 |
) |
Income tax (expense) benefit
|
|
|
(66 |
) |
|
|
(13 |
) |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized (loss) gain on available-for-sale securities, net of
tax
|
|
|
(15 |
) |
|
|
14 |
|
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive gain (loss)
|
|
$ |
14,918 |
|
|
$ |
5,583 |
|
|
$ |
(38,666 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule of Accumulated Other Comprehensive Loss |
The changes in each component of accumulated other comprehensive
loss, net of tax, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
Foreign currency translation adjustment:
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$ |
(43,459 |
) |
|
$ |
(47,204 |
) |
|
$ |
(23,623 |
) |
Current period other comprehensive gain (loss)
|
|
|
9,960 |
|
|
|
3,745 |
|
|
|
(23,581 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
|
(33,499 |
) |
|
|
(43,459 |
) |
|
|
(47,204 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
|
215 |
|
|
|
600 |
|
|
|
168 |
|
Current period other comprehensive (loss) income
|
|
|
(421 |
) |
|
|
(579 |
) |
|
|
1,628 |
|
Less reclassification adjustment
|
|
|
(215 |
) |
|
|
194 |
|
|
|
(1,196 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
|
(421 |
) |
|
|
215 |
|
|
|
600 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
|
(286 |
) |
|
|
(300 |
) |
|
|
(292 |
) |
Current period other comprehensive (loss) income
|
|
|
(15 |
) |
|
|
14 |
|
|
|
(8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance
|
|
|
(301 |
) |
|
|
(286 |
) |
|
|
(300 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive loss, net of tax
|
|
$ |
(34,221 |
) |
|
$ |
(43,530 |
) |
|
$ |
(46,904 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionTabular disclosure of the components of accumulated other comprehensive income (loss).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 220 -SubTopic 10 -Section 45 -Paragraph 14A -URI http://asc.fasb.org/extlink&oid=84228862&loc=SL7669686-108580
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+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 220 -SubTopic 10 -Section 45 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=84228862&loc=d3e526-108580
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v3.8.0.1
PROPERTY AND EQUIPMENT (Tables)
|
12 Months Ended |
Dec. 31, 2017 |
Property and Equipment, Net |
Property and equipment, net, consists of:
|
|
|
|
|
|
|
|
|
December 31,
|
|
2017 |
|
|
2016 |
|
Land
|
|
$ |
820 |
|
|
$ |
820 |
|
Buildings and improvements
|
|
|
74,486 |
|
|
|
71,082 |
|
Machinery, vehicles and equipment
|
|
|
76,117 |
|
|
|
74,640 |
|
Furniture and fixtures
|
|
|
15,282 |
|
|
|
15,090 |
|
Computer hardware and software
|
|
|
47,377 |
|
|
|
42,515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
214,082 |
|
|
|
204,147 |
|
Accumulated depreciation and amortization
|
|
|
(122,884 |
) |
|
|
(113,645 |
) |
|
|
|
|
|
|
|
|
|
|
|
$ |
91,198 |
|
|
$ |
90,502 |
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionTabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(13)) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682
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v3.8.0.1
INCOME TAXES (Tables)
|
12 Months Ended |
Dec. 31, 2017 |
Components of Income Tax Expense |
The components of income tax expense from our wholly-owned
operations and investments and our controlling interest in joint
ventures with Carrier are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
U.S. Federal
|
|
$ |
69,079 |
|
|
$ |
86,719 |
|
|
$ |
85,585 |
|
State
|
|
|
10,643 |
|
|
|
9,801 |
|
|
|
9,431 |
|
Foreign
|
|
|
10,499 |
|
|
|
9,416 |
|
|
|
9,661 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
90,221 |
|
|
$ |
105,936 |
|
|
$ |
104,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
$ |
100,956 |
|
|
$ |
103,216 |
|
|
$ |
99,990 |
|
Deferred
|
|
|
(10,735 |
) |
|
|
2,720 |
|
|
|
4,687 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
90,221 |
|
|
$ |
105,936 |
|
|
$ |
104,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Effective Income Tax Rate |
Following is a reconciliation of the effective income tax rate:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
U.S. federal statutory rate
|
|
|
35.0 |
% |
|
|
35.0 |
% |
|
|
35.0 |
% |
State income taxes, net of federal benefit and other
|
|
|
2.4 |
|
|
|
2.3 |
|
|
|
2.4 |
|
Excess tax benefits from share-based compensation
|
|
|
(2.7 |
) |
|
|
(1.0 |
) |
|
|
— |
|
Tax effects on foreign income
|
|
|
(1.0 |
) |
|
|
(0.1 |
) |
|
|
(0.3 |
) |
Tax credits and other
|
|
|
(0.6 |
) |
|
|
(0.2 |
) |
|
|
(0.1 |
) |
Repatriation transition tax
|
|
|
3.0 |
|
|
|
— |
|
|
|
— |
|
Deferred tax impact of enacted tax rate changes
|
|
|
(6.3 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate attributable to Watsco, Inc.
|
|
|
29.8 |
|
|
|
36.0 |
|
|
|
37.0 |
|
Taxes attributable to non-controlling interest
|
|
|
(3.8 |
) |
|
|
(5.0 |
) |
|
|
(5.4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective income tax rate
|
|
|
26.0 |
% |
|
|
31.0 |
% |
|
|
31.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant Components of Net Deferred Tax Liabilities |
The following is a summary of the significant components of our net
deferred tax liabilities:
|
|
|
|
|
|
|
|
|
December 31,
|
|
2017 |
|
|
2016 |
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Share-based compensation
|
|
$ |
18,977 |
|
|
$ |
26,239 |
|
Capitalized inventory costs and inventory reserves
|
|
|
2,107 |
|
|
|
2,301 |
|
Allowance for doubtful accounts
|
|
|
929 |
|
|
|
1,379 |
|
Self-insurance reserves
|
|
|
153 |
|
|
|
500 |
|
Other
|
|
|
2,423 |
|
|
|
2,227 |
|
Net operating loss carryforwards
|
|
|
291 |
|
|
|
209 |
|
|
|
|
|
|
|
|
|
|
|
|
|
24,880 |
|
|
|
32,855 |
|
Valuation allowance
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets
|
|
|
24,880 |
|
|
|
32,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Deductible goodwill
|
|
|
(67,246 |
) |
|
|
(88,581 |
) |
Depreciation
|
|
|
(5,519 |
) |
|
|
(5,883 |
) |
Other
|
|
|
(5,189 |
) |
|
|
(1,633 |
) |
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(77,954 |
) |
|
|
(96,097 |
) |
|
|
|
|
|
|
|
|
|
Net deferred tax liabilities (1)
|
|
$ |
(53,074 |
) |
|
$ |
(63,242 |
) |
|
|
|
|
|
|
|
|
|
(1) |
At December 31, 2017, net
deferred tax liabilities have been included in the consolidated
balance sheet in deferred income taxes and other liabilities. At
December 31, 2016, net current deferred tax assets and
liabilities of $5,485 are included in the consolidated balance
sheet in other current assets and net long-term deferred tax assets
and liabilities of $68,727 are included in the consolidated balance
sheet in deferred income taxes and other liabilities. |
|
Changes in Gross Unrecognized Tax Benefits |
The changes in gross unrecognized tax benefits are as follows:
|
|
|
|
|
Balance at December 31, 2014
|
|
$ |
3,719 |
|
Additions based on tax positions related to the current year
|
|
|
871 |
|
Reductions due to lapse of applicable statute of limitations and
tax assessments
|
|
|
(1,077 |
) |
|
|
|
|
|
Balance at December 31, 2015
|
|
|
3,513 |
|
Additions based on tax positions related to the current year
|
|
|
547 |
|
Reductions due to lapse of applicable statute of limitations
|
|
|
(365 |
) |
|
|
|
|
|
Balance at December 31, 2016
|
|
|
3,695 |
|
Additions based on tax positions related to the current year
|
|
|
801 |
|
Reductions due to lapse of applicable statute of limitations
|
|
|
(271 |
) |
|
|
|
|
|
Balance at December 31, 2017
|
|
$ |
4,225 |
|
|
|
|
|
|
|
X |
- DefinitionTabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.
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v3.8.0.1
SHARE-BASED COMPENSATION AND BENEFIT PLANS (Tables)
|
12 Months Ended |
Dec. 31, 2017 |
Summary of Stock Option Activity |
The following is a summary of stock option activity under the 2014
Plan and the 2001 Plan as of and for the year ended
December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options |
|
|
Weighted-
Average
Exercise
Price |
|
|
Weighted-
Average
Remaining
Contractual
Term
(in years) |
|
|
Aggregate
Intrinsic
Value |
|
Options outstanding at December 31, 2016
|
|
|
294,250 |
|
|
$ |
122.80 |
|
|
|
|
|
|
|
|
|
Granted
|
|
|
179,750 |
|
|
|
150.35 |
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(39,751 |
) |
|
|
98.05 |
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(34,166 |
) |
|
|
139.40 |
|
|
|
|
|
|
|
|
|
Expired
|
|
|
(1,250 |
) |
|
|
67.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options outstanding at December 31, 2017
|
|
|
398,833 |
|
|
$ |
136.44 |
|
|
|
3.47 |
|
|
$ |
13,401 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options exercisable at December 31, 2017
|
|
|
33,919 |
|
|
$ |
121.65 |
|
|
|
2.80 |
|
|
$ |
1,641 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary of Non-Vested Restricted Stock Activity |
The following is a summary of non-vested restricted stock activity
as of and for the year ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
Shares |
|
|
Weighted-
Average
Grant Date
Fair Value |
|
Non-vested restricted stock outstanding at December 31, 2016
|
|
|
2,898,890 |
|
|
$ |
54.13 |
|
Granted
|
|
|
176,899 |
|
|
|
149.47 |
|
Vested
|
|
|
(80,550 |
) |
|
|
50.05 |
|
Forfeited
|
|
|
(10,000 |
) |
|
|
134.71 |
|
|
|
|
|
|
|
|
|
|
Non-vested restricted stock outstanding at December 31, 2017
|
|
|
2,985,239 |
|
|
$ |
51.22 |
|
|
|
|
|
|
|
|
|
|
|
Valuation Assumptions Used for Stock Option Awards |
The following table presents the weighted-average assumptions used
for stock options granted:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
Expected term in years
|
|
|
4.25 |
|
|
|
4.25 |
|
|
|
4.25 |
|
Risk-free interest rate
|
|
|
1.77 |
% |
|
|
1.24 |
% |
|
|
1.25 |
% |
Expected volatility
|
|
|
17.41 |
% |
|
|
18.65 |
% |
|
|
20.96 |
% |
Expected dividend yield
|
|
|
2.82 |
% |
|
|
2.54 |
% |
|
|
2.29 |
% |
Grant date fair value
|
|
$ |
17.23 |
|
|
$ |
16.37 |
|
|
$ |
17.17 |
|
|
Share-Based Compensation Expense |
The following table provides information on share-based
compensation expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
Stock options
|
|
$ |
1,451 |
|
|
$ |
1,149 |
|
|
$ |
952 |
|
Non-vested restricted stock
|
|
|
11,842 |
|
|
|
11,170 |
|
|
|
11,644 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense
|
|
$ |
13,293 |
|
|
$ |
12,319 |
|
|
$ |
12,596 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionTabular disclosure of the amount of total share-based compensation cost, including the amounts attributable to each share-based compensation plan and any related tax benefits.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(1) -URI http://asc.fasb.org/extlink&oid=96867065&loc=d3e5070-113901
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v3.8.0.1
GOODWILL AND INTANGIBLE ASSETS (Tables)
|
12 Months Ended |
Dec. 31, 2017 |
Changes in Carrying Amount of Goodwill |
The changes in the carrying amount of goodwill are as follows:
|
|
|
|
|
Balance at December 31, 2015
|
|
$ |
378,310 |
|
Foreign currency translation adjustment
|
|
|
1,427 |
|
|
|
|
|
|
Balance at December 31, 2016
|
|
|
379,737 |
|
Foreign currency translation adjustment
|
|
|
2,992 |
|
|
|
|
|
|
Balance at December 31, 2017
|
|
$ |
382,729 |
|
|
|
|
|
|
|
Indefinite Lived Intangible Assets |
Intangible assets are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
Estimated
Useful Lives |
|
|
2017 |
|
|
2016 |
|
Indefinite lived intangible assets—Trade names, trademarks
and distribution rights
|
|
|
|
|
|
$ |
125,194 |
|
|
$ |
120,288 |
|
Finite lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
|
10-15 years |
|
|
|
73,053 |
|
|
|
70,194 |
|
Trade name
|
|
|
10 years |
|
|
|
1,150 |
|
|
|
1,150 |
|
Non-compete agreements
|
|
|
7 years |
|
|
|
— |
|
|
|
369 |
|
Accumulated amortization
|
|
|
|
|
|
|
(38,332 |
) |
|
|
(33,437 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Finite lived intangible assets, net
|
|
|
|
|
|
|
35,871 |
|
|
|
38,276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
161,065 |
|
|
$ |
158,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finite lived intangible assets |
Intangible assets are comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
Estimated
Useful Lives |
|
|
2017 |
|
|
2016 |
|
Indefinite lived intangible assets—Trade names, trademarks
and distribution rights
|
|
|
|
|
|
$ |
125,194 |
|
|
$ |
120,288 |
|
Finite lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
|
10-15 years |
|
|
|
73,053 |
|
|
|
70,194 |
|
Trade name
|
|
|
10 years |
|
|
|
1,150 |
|
|
|
1,150 |
|
Non-compete agreements
|
|
|
7 years |
|
|
|
— |
|
|
|
369 |
|
Accumulated amortization
|
|
|
|
|
|
|
(38,332 |
) |
|
|
(33,437 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Finite lived intangible assets, net
|
|
|
|
|
|
|
35,871 |
|
|
|
38,276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
161,065 |
|
|
$ |
158,564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization Expense Related to Finite Lived Intangible Assets |
Annual amortization of finite lived intangible assets for the next
five years is expected to approximate the following:
|
|
|
|
|
2018
|
|
$ |
4,900 |
|
2019
|
|
$ |
4,900 |
|
2020
|
|
$ |
4,900 |
|
2021
|
|
$ |
4,200 |
|
2022
|
|
$ |
3,500 |
|
|
X |
- DefinitionTabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment.
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v3.8.0.1
DERIVATIVES (Tables)
|
12 Months Ended |
Dec. 31, 2017 |
Impact from Foreign Exchange Derivative Instruments Designated as Cash Flow Hedges |
The impact from foreign exchange derivative instruments designated
as cash flow hedges was as follows:
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 |
|
|
2016 |
|
Loss recorded in accumulated other comprehensive loss
|
|
$ |
(961 |
) |
|
$ |
(1,321 |
) |
Gain (loss) reclassified from accumulated other comprehensive loss
into earnings
|
|
$ |
(491 |
) |
|
$ |
442 |
|
|
Fair Value of Derivative Instruments and Location in the Balance Sheets |
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 consolidated balance sheets. See Note
15.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Derivatives |
|
|
Liability Derivatives |
|
December 31,
|
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
Derivatives designated as hedging instruments
|
|
$ |
70 |
|
|
$ |
227 |
|
|
$ |
773 |
|
|
$ |
35 |
|
Derivatives not designated as hedging instruments
|
|
|
180 |
|
|
|
14 |
|
|
|
184 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total derivative instruments
|
|
$ |
250 |
|
|
$ |
241 |
|
|
$ |
957 |
|
|
$ |
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionTabular disclosure of the effective portion of gains and losses on derivative instruments (and nonderivative instruments) designated and qualifying in cash flow hedges recorded in accumulated other comprehensive income (loss) during the term of the hedging relationship and reclassified into earnings during the current period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4C -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=84234895&loc=SL5624171-113959
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+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 815 -SubTopic 10 -Section 50 -Paragraph 4B -URI http://asc.fasb.org/extlink&oid=84234895&loc=SL5624163-113959
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v3.8.0.1
FAIR VALUE MEASUREMENTS (Tables)
|
12 Months Ended |
Dec. 31, 2017 |
Assets and Liabilities Measured at Fair Value on Recurring Basis |
The following tables present our assets and liabilities carried at
fair value that are measured on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Fair Value Measurements
at December 31, 2017 Using |
|
|
|
Balance Sheet Location
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities
|
|
Other assets |
|
$ |
332 |
|
|
$ |
332 |
|
|
|
— |
|
|
|
— |
|
Derivative financial instruments
|
|
Other current assets |
|
$ |
250 |
|
|
|
— |
|
|
$ |
250 |
|
|
|
— |
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
Accrued expenses and other current
liabilities |
|
$ |
957 |
|
|
|
— |
|
|
$ |
957 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
Fair Value Measurements
at December 31, 2016 Using |
|
|
|
Balance Sheet Location
|
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale securities
|
|
Other assets |
|
$ |
281 |
|
|
$ |
281 |
|
|
|
— |
|
|
|
— |
|
Derivative financial instruments
|
|
Other current assets |
|
$ |
241 |
|
|
|
— |
|
|
$ |
241 |
|
|
|
— |
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative financial instruments
|
|
Accrued expenses and other current
liabilities |
|
$ |
39 |
|
|
|
— |
|
|
$ |
39 |
|
|
|
— |
|
|
X |
- DefinitionTabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 820 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=66048111&loc=d3e19190-110258
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v3.8.0.1
COMMITMENTS AND CONTINGENCIES (Tables)
|
12 Months Ended |
Dec. 31, 2017 |
Future Minimum Lease Payments under Non-Cancelable Operating Leases |
At December 31, 2017, future minimum payments under
non-cancelable operating leases over each of the next five years
and thereafter were as follows:
|
|
|
|
|
2018
|
|
$ |
69,136 |
|
2019
|
|
|
51,645 |
|
2020
|
|
|
36,127 |
|
2021
|
|
|
22,434 |
|
2022
|
|
|
12,985 |
|
Thereafter
|
|
|
5,824 |
|
|
|
|
|
|
Total minimum payments
|
|
$ |
198,151 |
|
|
|
|
|
|
|
X |
- DefinitionTabular disclosure of future minimum payments required in the aggregate and for each of the five succeeding fiscal years for operating leases having initial or remaining noncancelable lease terms in excess of one year and the total minimum rentals to be received in the future under noncancelable subleases as of the balance sheet date.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 840 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=77902758&loc=d3e41502-112717
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v3.8.0.1
INFORMATION ABOUT GEOGRAPHIC AREAS (Tables)
|
12 Months Ended |
Dec. 31, 2017 |
Revenues and Long-Lived Assets by Geographical Area |
The following tables set forth revenues and long-lived assets by
geographical area:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$ |
3,919,684 |
|
|
$ |
3,813,204 |
|
|
$ |
3,710,977 |
|
Canada
|
|
|
269,603 |
|
|
|
267,220 |
|
|
|
263,908 |
|
Mexico
|
|
|
152,668 |
|
|
|
140,278 |
|
|
|
138,354 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues
|
|
$ |
4,341,955 |
|
|
$ |
4,220,702 |
|
|
$ |
4,113,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
2017 |
|
|
2016 |
|
|
|
|
Long-Lived Assets:
|
|
|
|
|
|
|
|
|
|
United States
|
|
$ |
540,136 |
|
|
$ |
467,728 |
|
|
Canada
|
|
|
163,944 |
|
|
|
155,758 |
|
|
Mexico
|
|
|
5,400 |
|
|
|
5,317 |
|
|
|
|
|
|
|
|
|
|
|
|
Total long-lived assets
|
|
$ |
709,480 |
|
|
$ |
628,803 |
|
|
|
|
|
|
|
|
|
|
|
|
|
X |
- DefinitionTabular disclosure of information concerning material long-lived assets (excluding financial instruments, customer relationships with financial institutions, mortgage and other servicing rights, deferred policy acquisition costs, and deferred taxes assets) located in identified geographic areas and/or the amount of revenue from external customers attributed to that country from which revenue is material. An entity may also provide subtotals of geographic information about groups of countries.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 225 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.1) -URI http://asc.fasb.org/extlink&oid=63488584&loc=d3e20235-122688
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v3.8.0.1
SUPPLEMENTAL CASH FLOW INFORMATION (Tables)
|
12 Months Ended |
Dec. 31, 2017 |
Supplemental Cash Flow Information |
Supplemental cash flow information was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
2017 |
|
|
2016 |
|
|
2015 |
|
Interest paid
|
|
$ |
5,773 |
|
|
$ |
3,362 |
|
|
$ |
4,993 |
|
Income taxes net of refunds
|
|
$ |
48,056 |
|
|
$ |
99,006 |
|
|
$ |
103,261 |
|
|
X |
- DefinitionTabular disclosure of supplemental cash flow information for the periods presented.
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v3.8.0.1
SELECTED QUARTERLY FINANCIAL DATA (Tables)
|
12 Months Ended |
Dec. 31, 2017 |
Selected Quarterly Financial Data |
WATSCO, INC. AND SUBSIDIARIES
SELECTED QUARTERLY FINANCIAL DATA
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except per share data)
|
|
1st
Quarter |
|
|
2nd
Quarter |
|
|
3rd
Quarter |
|
|
4th
Quarter |
|
|
Total |
|
Year Ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues (1)
|
|
$ |
872,095 |
|
|
$ |
1,275,924 |
|
|
$ |
1,229,591 |
|
|
$ |
964,345 |
|
|
$ |
4,341,955 |
|
Gross profit
|
|
$ |
218,556 |
|
|
$ |
310,278 |
|
|
$ |
295,895 |
|
|
$ |
240,930 |
|
|
$ |
1,065,659 |
|
Net income attributable to Watsco, Inc.
|
|
$ |
26,181 |
|
|
$ |
73,756 |
|
|
$ |
65,029 |
|
|
$ |
43,255 |
|
|
$ |
208,221 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share for Common and Class B common stock (2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.71 |
|
|
$ |
2.07 |
|
|
$ |
1.82 |
|
|
$ |
1.19 |
|
|
$ |
5.81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$ |
0.71 |
|
|
$ |
2.07 |
|
|
$ |
1.82 |
|
|
$ |
1.19 |
|
|
$ |
5.81 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues (1)
|
|
$ |
851,424 |
|
|
$ |
1,214,435 |
|
|
$ |
1,241,232 |
|
|
$ |
913,611 |
|
|
$ |
4,220,702 |
|
Gross profit
|
|
$ |
212,447 |
|
|
$ |
291,861 |
|
|
$ |
302,204 |
|
|
$ |
228,072 |
|
|
$ |
1,034,584 |
|
Net income attributable to Watsco, Inc.
|
|
$ |
25,537 |
|
|
$ |
64,621 |
|
|
$ |
63,099 |
|
|
$ |
29,553 |
|
|
$ |
182,810 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share for Common and Class B common stock (2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$ |
0.71 |
|
|
$ |
1.82 |
|
|
$ |
1.78 |
|
|
$ |
0.81 |
|
|
$ |
5.16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
|
|
$ |
0.71 |
|
|
$ |
1.82 |
|
|
$ |
1.78 |
|
|
$ |
0.81 |
|
|
$ |
5.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Sales of residential central air
conditioners, heating equipment and parts and supplies are
seasonal. Demand related to the residential central air
conditioning replacement market is typically highest in the second
and third quarters, and demand for heating equipment is usually
highest in the fourth quarter. Demand related to the new
construction sectors throughout most of the markets is fairly
evenly distributed throughout the year except for dependence on
housing completions and related weather and economic
conditions. |
(2) |
Quarterly and year-to-date
earnings per share are calculated on an individual basis;
therefore, the sum of earnings per share amounts for the quarters
may not equal earnings per share amounts for the year. |
|
X |
- DefinitionTabular disclosure of quarterly financial data. Includes, but is not limited to, financial information for fiscal quarters, cumulative effect of a change in accounting principle and earnings per share data.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 270 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a)-(j) -URI http://asc.fasb.org/extlink&oid=84173487&loc=d3e1280-108306
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v3.8.0.1
Summary of Significant Accounting Policies - Additional Information (Detail)
|
12 Months Ended |
Dec. 31, 2017
USD ($)
Entity
State
Store
|
Dec. 31, 2016
USD ($)
|
Dec. 31, 2015
USD ($)
|
Significant Accounting Policies [Line Items] |
|
|
|
Number of joint ventures | Entity |
3
|
|
|
Allowance for doubtful accounts |
$ 6,049,000
|
$ 6,169,000
|
|
Capitalized vendor rebates |
11,621,000
|
9,926,000
|
|
Goodwill and intangible assets impairment |
0
|
0
|
$ 0
|
Advertising expense |
24,677,000
|
22,242,000
|
21,150,000
|
Shipping and handling costs |
$ 47,670,000
|
$ 42,809,000
|
$ 41,345,000
|
Minimum | Buildings and Improvements |
|
|
|
Significant Accounting Policies [Line Items] |
|
|
|
Estimated useful lives in years |
3 years
|
|
|
Minimum | Other Depreciable Assets |
|
|
|
Significant Accounting Policies [Line Items] |
|
|
|
Estimated useful lives in years |
3 years
|
|
|
Minimum | Furniture and Fixtures |
|
|
|
Significant Accounting Policies [Line Items] |
|
|
|
Estimated useful lives in years |
5 years
|
|
|
Maximum | Buildings and Improvements |
|
|
|
Significant Accounting Policies [Line Items] |
|
|
|
Estimated useful lives in years |
40 years
|
|
|
Maximum | Other Depreciable Assets |
|
|
|
Significant Accounting Policies [Line Items] |
|
|
|
Estimated useful lives in years |
10 years
|
|
|
Maximum | Furniture and Fixtures |
|
|
|
Significant Accounting Policies [Line Items] |
|
|
|
Estimated useful lives in years |
7 years
|
|
|
Watsco, Inc. |
|
|
|
Significant Accounting Policies [Line Items] |
|
|
|
Number of locations from which entity operates | Store |
560
|
|
|
Number of states in which entity operates | State |
37
|
|
|
X |
- DefinitionAmount charged to advertising expense for the period, which are expenses incurred with the objective of increasing revenue for a specified brand, product or product line.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 720 -SubTopic 35 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848
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v3.8.0.1
Schedule of Basic and Diluted Earnings per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended |
12 Months Ended |
Dec. 31, 2017 |
Sep. 30, 2017 |
Jun. 30, 2017 |
Mar. 31, 2017 |
Dec. 31, 2016 |
Sep. 30, 2016 |
Jun. 30, 2016 |
Mar. 31, 2016 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to Watsco, Inc. shareholders |
$ 43,255
|
|
$ 65,029
|
|
$ 73,756
|
|
$ 26,181
|
|
$ 29,553
|
|
$ 63,099
|
|
$ 64,621
|
|
$ 25,537
|
|
$ 208,221
|
|
$ 182,810
|
|
$ 172,929
|
Less: distributed and undistributed earnings allocated to non-vested restricted common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,430
|
|
14,806
|
|
13,634
|
Earnings allocated to Watsco, Inc. shareholders-Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 190,791
|
|
$ 168,004
|
|
$ 159,295
|
Weighted-average common shares outstanding-Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,824,947
|
|
32,582,385
|
|
32,435,961
|
Basic earnings per share for Common and Class B common stock |
$ 1.19
|
[1] |
$ 1.82
|
[1] |
$ 2.07
|
[1] |
$ 0.71
|
[1] |
$ 0.81
|
[1] |
$ 1.78
|
[1] |
$ 1.82
|
[1] |
$ 0.71
|
[1] |
$ 5.81
|
[1] |
$ 5.16
|
[1] |
$ 4.91
|
Net income attributable to Watsco, Inc. shareholders |
$ 43,255
|
|
$ 65,029
|
|
$ 73,756
|
|
$ 26,181
|
|
$ 29,553
|
|
$ 63,099
|
|
$ 64,621
|
|
$ 25,537
|
|
$ 208,221
|
|
$ 182,810
|
|
$ 172,929
|
Less: distributed and undistributed earnings allocated to non-vested restricted common stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,427
|
|
14,801
|
|
13,626
|
Earnings allocated to Watsco, Inc. shareholders-Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 190,794
|
|
$ 168,009
|
|
$ 159,303
|
Weighted-average common shares outstanding-Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,824,947
|
|
32,582,385
|
|
32,435,961
|
Effect of dilutive stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,686
|
|
34,119
|
|
44,395
|
Weighted-average common shares outstanding-Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,862,633
|
|
32,616,504
|
|
32,480,356
|
Diluted earnings per share for Common and Class B common stock |
$ 1.19
|
[1] |
$ 1.82
|
[1] |
$ 2.07
|
[1] |
$ 0.71
|
[1] |
$ 0.81
|
[1] |
$ 1.78
|
[1] |
$ 1.82
|
[1] |
$ 0.71
|
[1] |
$ 5.81
|
[1] |
$ 5.15
|
[1] |
$ 4.90
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings allocated to Watsco, Inc. shareholders-Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 175,667
|
|
$ 154,021
|
|
$ 146,037
|
Class B Common Stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings allocated to Watsco, Inc. shareholders-Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 15,124
|
|
$ 13,983
|
|
$ 13,258
|
|
|
X |
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v3.8.0.1
Earnings Per Share - Additional Information (Detail) - shares
|
12 Months Ended |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Earnings Per Share [Line Items] |
|
|
|
Convertible Class B common stock outstanding |
2,601,996
|
2,711,811
|
2,699,710
|
Anti-dilutive stock options excluded from earnings per share |
11,664
|
31,839
|
67,014
|
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v3.8.0.1
Schedule of Tax Effects Allocated to Each Component of Other Comprehensive Gain (Loss) (Detail) - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Components Of Other Comprehensive Income Loss [Line Items] |
|
|
|
Foreign currency translation adjustment |
$ 15,993
|
$ 6,211
|
$ (39,378)
|
Unrealized (loss) gain on cash flow hedging instruments |
(961)
|
(1,321)
|
3,716
|
Income tax benefit (expense) |
259
|
356
|
(1,003)
|
Unrealized (loss) gain on cash flow hedging instruments, net of tax |
(702)
|
(965)
|
2,713
|
Reclassification of (gain) loss on cash flow hedging instruments into earnings |
(491)
|
442
|
(2,730)
|
Income tax expense (benefit) |
133
|
(119)
|
737
|
Reclassification of (gain) loss on cash flow hedging instruments into earnings, net of tax |
(358)
|
323
|
(1,993)
|
Unrealized gain (loss) on available-for-sale securities |
51
|
27
|
(12)
|
Income tax (expense) benefit |
(66)
|
(13)
|
4
|
Unrealized (loss) gain on available-for-sale securities, net of tax |
(15)
|
14
|
(8)
|
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$ 14,918
|
$ 5,583
|
$ (38,666)
|
X |
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Schedule of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
Beginning balance |
$ (43,530)
|
$ (46,904)
|
|
Ending balance |
(34,221)
|
(43,530)
|
$ (46,904)
|
Foreign Currency Translation Adjustment |
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
Beginning balance |
(43,459)
|
(47,204)
|
(23,623)
|
Current period other comprehensive (loss) income |
9,960
|
3,745
|
(23,581)
|
Ending balance |
(33,499)
|
(43,459)
|
(47,204)
|
Cash Flow Hedging Instruments |
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
Beginning balance |
215
|
600
|
168
|
Current period other comprehensive (loss) income |
(421)
|
(579)
|
1,628
|
Less reclassification adjustment |
(215)
|
194
|
(1,196)
|
Ending balance |
(421)
|
215
|
600
|
Available-for-sale Securities |
|
|
|
Accumulated Other Comprehensive Income (Loss) [Line Items] |
|
|
|
Beginning balance |
(286)
|
(300)
|
(292)
|
Current period other comprehensive (loss) income |
(15)
|
14
|
(8)
|
Ending balance |
$ (301)
|
$ (286)
|
$ (300)
|
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v3.8.0.1
Property and Equipment, Net (Detail) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment, gross |
$ 214,082
|
$ 204,147
|
Accumulated depreciation and amortization |
(122,884)
|
(113,645)
|
Property and equipment, net |
91,198
|
90,502
|
Land |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment, gross |
820
|
820
|
Buildings and Improvements |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment, gross |
74,486
|
71,082
|
Machinery, Vehicles and Equipment |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment, gross |
76,117
|
74,640
|
Furniture and Fixtures |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment, gross |
15,282
|
15,090
|
Computer Hardware and Software |
|
|
Property, Plant and Equipment [Line Items] |
|
|
Property and equipment, gross |
$ 47,377
|
$ 42,515
|
X |
- DefinitionAmount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.
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Debt - Additional Information (Detail) - USD ($)
|
12 Months Ended |
|
|
Dec. 31, 2017 |
Feb. 05, 2018 |
Dec. 31, 2016 |
Debt Instrument [Line Items] |
|
|
|
Revolving credit agreement maturity date |
Jul. 01, 2019
|
|
|
Revolving credit agreement maximum borrowing capacity |
$ 600,000,000
|
|
|
Commitment fee percentage on unused portion of the commitment |
0.125%
|
|
|
Borrowings under revolving credit agreement |
$ 21,800,000
|
|
$ 235,294,000
|
Swingline Subfacility |
|
|
|
Debt Instrument [Line Items] |
|
|
|
Revolving credit agreement maximum borrowing capacity |
90,000,000
|
|
|
Multicurrency Borrowing Sublimit |
|
|
|
Debt Instrument [Line Items] |
|
|
|
Revolving credit agreement maximum borrowing capacity |
75,000,000
|
|
|
Letter of Credit |
|
|
|
Debt Instrument [Line Items] |
|
|
|
Revolving credit agreement maximum borrowing capacity |
$ 10,000,000
|
|
|
Subsequent Event |
|
|
|
Debt Instrument [Line Items] |
|
|
|
Revolving credit agreement maximum borrowing capacity |
|
$ 300,000,000
|
|
Minimum |
|
|
|
Debt Instrument [Line Items] |
|
|
|
Commitment fee percentage on unused portion of the commitment |
0.125%
|
|
|
Maximum |
|
|
|
Debt Instrument [Line Items] |
|
|
|
Commitment fee percentage on unused portion of the commitment |
0.35%
|
|
|
London Interbank Offer Rate |
|
|
|
Debt Instrument [Line Items] |
|
|
|
Basis spread |
0.875%
|
|
|
London Interbank Offer Rate | Minimum |
|
|
|
Debt Instrument [Line Items] |
|
|
|
Basis spread |
0.875%
|
|
|
London Interbank Offer Rate | Maximum |
|
|
|
Debt Instrument [Line Items] |
|
|
|
Basis spread |
2.50%
|
|
|
Prime Rate |
|
|
|
Debt Instrument [Line Items] |
|
|
|
Basis spread |
0.00%
|
|
|
Prime Rate | Minimum |
|
|
|
Debt Instrument [Line Items] |
|
|
|
Basis spread |
0.00%
|
|
|
Prime Rate | Maximum |
|
|
|
Debt Instrument [Line Items] |
|
|
|
Basis spread |
1.50%
|
|
|
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v3.8.0.1
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands |
12 Months Ended |
|
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Income Taxes [Line Items] |
|
|
|
|
|
U.S. federal statutory rate |
|
35.00%
|
35.00%
|
35.00%
|
|
Net income tax benefit attributable to passage of the TCJA |
|
$ 9,955
|
|
|
|
Percentage of income attributable to wholly-owned operations and investments for which income tax expense and effective tax rate calculated |
|
100.00%
|
|
|
|
Valuation allowance |
|
$ 0
|
$ 0
|
|
|
Gross unrecognized tax benefits |
|
4,225
|
3,695
|
$ 3,513
|
$ 3,719
|
Unrecognized tax benefits that, if recognized, would affect the effective tax rate |
|
3,457
|
2,573
|
|
|
Estimated accrued interest and penalties resulting from unrecognized tax benefits |
|
$ 540
|
$ 414
|
|
|
Scenario, Forecast |
|
|
|
|
|
Income Taxes [Line Items] |
|
|
|
|
|
U.S. federal statutory rate |
21.00%
|
|
|
|
|
Minimum |
|
|
|
|
|
Income Taxes [Line Items] |
|
|
|
|
|
State and other net operating loss carry forwards expiration date |
|
2018
|
|
|
|
Maximum |
|
|
|
|
|
Income Taxes [Line Items] |
|
|
|
|
|
State and other net operating loss carry forwards expiration date |
|
2037
|
|
|
|
State and other |
|
|
|
|
|
Income Taxes [Line Items] |
|
|
|
|
|
Net operating loss carry forwards |
|
$ 7,606
|
|
|
|
Federal |
|
|
|
|
|
Income Taxes [Line Items] |
|
|
|
|
|
Net operating loss carry forwards |
|
$ 0
|
|
|
|
X |
- DefinitionAmount of valuation allowance of deferred tax asset attributable to deductible temporary differences and carryforwards, classified as noncurrent.
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v3.8.0.1
Components of Income Tax Expense (Detail) - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Components Of Income Tax Expense Benefit [Line Items] |
|
|
|
U.S. Federal |
$ 69,079
|
$ 86,719
|
$ 85,585
|
State |
10,643
|
9,801
|
9,431
|
Foreign |
10,499
|
9,416
|
9,661
|
Income tax expense |
90,221
|
105,936
|
104,677
|
Current |
100,956
|
103,216
|
99,990
|
Deferred |
(10,735)
|
2,720
|
4,687
|
Income tax expense |
$ 90,221
|
$ 105,936
|
$ 104,677
|
v3.8.0.1
v3.8.0.1
Significant Components of Net Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
Components of Net Deferred Tax Liabilities [Line Items] |
|
|
|
Share-based compensation |
|
$ 18,977
|
$ 26,239
|
Capitalized inventory costs and inventory reserves |
|
2,107
|
2,301
|
Allowance for doubtful accounts |
|
929
|
1,379
|
Self-insurance reserves |
|
153
|
500
|
Other |
|
2,423
|
2,227
|
Net operating loss carryforwards |
|
291
|
209
|
Total deferred tax assets, gross |
|
24,880
|
32,855
|
Valuation allowance |
|
0
|
0
|
Total deferred tax assets |
|
24,880
|
32,855
|
Deductible goodwill |
|
(67,246)
|
(88,581)
|
Depreciation |
|
(5,519)
|
(5,883)
|
Other |
|
(5,189)
|
(1,633)
|
Total deferred tax liabilities |
|
(77,954)
|
(96,097)
|
Net deferred tax liabilities |
[1] |
$ (53,074)
|
$ (63,242)
|
|
|
X |
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v3.8.0.1
Changes in Gross Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Income Tax Contingency [Line Items] |
|
|
|
Beginning balance |
$ 3,695
|
$ 3,513
|
$ 3,719
|
Additions based on tax positions related to the current year |
801
|
547
|
871
|
Reductions due to lapse of applicable statute of limitations |
(271)
|
(365)
|
(1,077)
|
Ending balance |
$ 4,225
|
$ 3,695
|
$ 3,513
|
X |
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v3.8.0.1
Share-Based Compensation and Benefit Plans - Additional Information (Detail) $ / shares in Units, $ in Thousands |
12 Months Ended |
Dec. 31, 2017
USD ($)
Age
$ / shares
shares
|
Dec. 31, 2016
USD ($)
$ / shares
shares
|
Dec. 31, 2015
USD ($)
$ / shares
shares
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Options of common stock outstanding |
398,833
|
294,250
|
|
Shares withheld as payment for tax withholdings related to share based compensation, market value | $ |
$ 4,674
|
$ 3,975
|
$ 1,465
|
Total intrinsic value of stock options exercised | $ |
2,296
|
4,123
|
6,691
|
Cash received from Common stock issued | $ |
3,855
|
4,447
|
4,850
|
Common stock contribution to 401(k) plan | $ |
$ 2,428
|
$ 2,348
|
$ 1,963
|
Employee Stock Purchase Plan |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Aggregate shares of common stock that may be granted |
1,500,000
|
|
|
Shares reserved for future grant |
486,745
|
|
|
Number of days of service required for an employee to purchase shares |
90 days
|
|
|
Discount to employees to purchase shares |
5.00%
|
|
|
Shares purchased under ESPP |
5,571
|
5,956
|
6,463
|
Average price of the shares purchased by employees | $ / shares |
$ 144.58
|
$ 125.84
|
$ 112.53
|
Additional shares issued resulting from cash dividends reinvested in common stock |
3,844
|
3,442
|
3,183
|
Net proceeds from shares purchased under ESPP | $ |
$ 1,389
|
$ 1,206
|
$ 1,107
|
2014 Plan |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Percent of market price that share-based compensation awards are granted at |
100.00%
|
|
|
Aggregate shares of common stock that may be granted |
2,000,000
|
|
|
Shares reserved for future grant |
45,421
|
|
|
Shares reserved for future grant |
1,112,365
|
|
|
Contractual term of stock option awards |
5 years
|
|
|
2014 Plan | Minimum |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Years in which options plan vest |
2 years
|
|
|
2014 Plan | Maximum |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Years in which options plan vest |
4 years
|
|
|
2014 Plan | Common Stock |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Shares awarded under plan |
439,534
|
|
|
2014 Plan | Class B Common Stock |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Shares awarded under plan |
493,522
|
|
|
401(k) Plan |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Common stock contribution to 401(k) Plan, shares |
16,389
|
20,045
|
18,343
|
Common stock contribution to 401(k) plan | $ |
$ 2,428
|
$ 2,348
|
$ 1,963
|
2001 Plan |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Aggregate shares of common stock that may be granted |
0
|
|
|
Contractual term of stock option awards |
5 years
|
|
|
Options of common stock outstanding |
12,750
|
|
|
2001 Plan | Minimum |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Years in which options plan vest |
2 years
|
|
|
2001 Plan | Maximum |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Years in which options plan vest |
4 years
|
|
|
Non-Vested Restricted Stock |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Weighted-average grant date fair value of non-vested (restricted) stock | $ / shares |
$ 149.47
|
$ 130.01
|
$ 114.55
|
Fair value of non-vested stock that vested | $ |
$ 11,580
|
$ 10,096
|
$ 2,468
|
Unrecognized share-based compensation expense | $ |
$ 109,297
|
|
|
Weighted-average period for recognition of share-based compensation expense, in years |
11 years
|
|
|
Non-Vested Restricted Stock | Chief Executive Officer |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Unrecognized share-based compensation expense | $ |
$ 59,000
|
|
|
Weighted-average period for recognition of share-based compensation expense, in years |
9 years
|
|
|
Shares of non-vested (restricted) stock obligated to issue in connection with incentive compensation agreements |
42,871
|
|
|
Non-Vested Restricted Stock | Chief Executive Officer | Share-based Compensation Award, Tranche One |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Unrecognized share-based compensation expense | $ |
$ 11,000
|
|
|
Weighted-average period for recognition of share-based compensation expense, in years |
5 years
|
|
|
Age of Chief Executive Officer when non-vested (restricted) stock vests | Age |
82
|
|
|
Non-Vested Restricted Stock | Chief Executive Officer | Share-based Compensation Award, Tranche Two |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Unrecognized share-based compensation expense | $ |
$ 48,000
|
|
|
Weighted-average period for recognition of share-based compensation expense, in years |
9 years
|
|
|
Age of Chief Executive Officer when non-vested (restricted) stock vests | Age |
86
|
|
|
Non-Vested Restricted Stock | President |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Weighted-average period for recognition of share-based compensation expense, in years |
26 years
|
|
|
Shares of non-vested (restricted) stock obligated to issue in connection with incentive compensation agreements |
13,779
|
|
|
Non-Vested Restricted Stock | Employee |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Age of employee when non-vested (restricted) stock vests | Age |
62
|
|
|
Non-Vested Restricted Stock | Common Stock |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Shares withheld as payment for tax withholdings related to share based compensation, shares |
32,454
|
|
7,206
|
Shares withheld as payment for tax withholdings related to share based compensation, market value | $ |
$ 4,664
|
|
$ 889
|
Non-Vested Restricted Stock | Common and Class B Common Stock |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Shares withheld as payment for tax withholdings related to share based compensation, shares |
|
30,413
|
|
Shares withheld as payment for tax withholdings related to share based compensation, market value | $ |
|
$ 3,967
|
|
Stock Options |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Unrecognized share-based compensation expense | $ |
$ 2,703
|
|
|
Weighted-average period for recognition of share-based compensation expense, in years |
1 year 9 months 18 days
|
|
|
Fair value of stock options vested | $ |
$ 754
|
$ 736
|
$ 856
|
Stock Options | Common Stock |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Shares withheld as payment for tax withholdings related to share based compensation, shares |
350
|
348
|
|
Shares withheld as payment for tax withholdings related to share based compensation, market value | $ |
$ 53
|
$ 51
|
|
Stock Options | Class B Common Stock |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Shares withheld as payment for tax withholdings related to share based compensation, shares |
|
|
26,006
|
Shares withheld as payment for tax withholdings related to share based compensation, market value | $ |
|
|
$ 3,251
|
X |
- DefinitionUnrecognized cost of unvested share-based compensation awards.
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v3.8.0.1
Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Thousands |
12 Months Ended |
Dec. 31, 2017
USD ($)
$ / shares
shares
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
Options, Outstanding beginning balance | shares |
294,250
|
Options, Granted | shares |
179,750
|
Options, Exercised | shares |
(39,751)
|
Options, Forfeited | shares |
(34,166)
|
Options, Expired | shares |
(1,250)
|
Options, Outstanding ending balance | shares |
398,833
|
Options, Exercisable | shares |
33,919
|
Weighted-Average Exercise Price, Outstanding beginning balance | $ / shares |
$ 122.80
|
Weighted-Average Exercise Price, Granted | $ / shares |
150.35
|
Weighted-Average Exercise Price, Exercised | $ / shares |
98.05
|
Weighted-Average Exercise Price, Forfeited | $ / shares |
139.40
|
Weighted-Average Exercise Price, Expired | $ / shares |
67.25
|
Weighted-Average Exercise Price, Outstanding ending balance | $ / shares |
136.44
|
Weighted-Average Exercise Price, Exercisable | $ / shares |
$ 121.65
|
Weighted-Average Remaining Contractual Term (in years), Outstanding |
3 years 5 months 20 days
|
Weighted-Average Remaining Contractual Term (in years), Exercisable |
2 years 9 months 18 days
|
Aggregate Intrinsic Value, Outstanding | $ |
$ 13,401
|
Aggregate Intrinsic Value, Exercisable | $ |
$ 1,641
|
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v3.8.0.1
Summary of Non-Vested Restricted Stock Activity (Detail) - Non-Vested Restricted Stock - $ / shares
|
12 Months Ended |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Shares, Non-vested beginning balance |
2,898,890
|
|
|
Shares, Granted |
176,899
|
|
|
Shares, Vested |
(80,550)
|
|
|
Shares, Forfeited |
(10,000)
|
|
|
Shares, Non-vested ending balance |
2,985,239
|
2,898,890
|
|
Weighted-Average Grant Date Fair Value, Non-vested beginning balance |
$ 54.13
|
|
|
Weighted-Average Grant Date Fair Value, Granted |
149.47
|
$ 130.01
|
$ 114.55
|
Weighted-Average Grant Date Fair Value, Vested |
50.05
|
|
|
Weighted-Average Grant Date Fair Value, Forfeited |
134.71
|
|
|
Weighted-Average Grant Date Fair Value, Non-vested ending balance |
$ 51.22
|
$ 54.13
|
|
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- DefinitionThe number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period.
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- DefinitionThe estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term.
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v3.8.0.1
Share-Based Compensation Expense (Detail) - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Share-based compensation expense |
$ 13,293
|
$ 12,319
|
$ 12,596
|
Stock Options |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Share-based compensation expense |
1,451
|
1,149
|
952
|
Non-Vested Restricted Stock |
|
|
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] |
|
|
|
Share-based compensation expense |
$ 11,842
|
$ 11,170
|
$ 11,644
|
X |
- DefinitionRepresents the expense recognized during the period arising from equity-based compensation arrangements (for example, shares of stock, unit, stock options or other equity instruments) with employees, directors and certain consultants qualifying for treatment as employees.
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v3.8.0.1
Purchase of Additional Ownership Interest in Joint Ventures - Additional Information (Detail) $ in Thousands |
|
|
3 Months Ended |
12 Months Ended |
|
Feb. 13, 2017
USD ($)
|
Nov. 29, 2016
USD ($)
|
Dec. 31, 2017
USD ($)
|
[1] |
Sep. 30, 2017
USD ($)
|
[1] |
Jun. 30, 2017
USD ($)
|
[1] |
Mar. 31, 2017
USD ($)
|
[1] |
Dec. 31, 2016
USD ($)
|
[1] |
Sep. 30, 2016
USD ($)
|
[1] |
Jun. 30, 2016
USD ($)
|
[1] |
Mar. 31, 2016
USD ($)
|
[1] |
Dec. 31, 2017
USD ($)
Location
|
Dec. 31, 2016
USD ($)
|
Dec. 31, 2015
USD ($)
|
Jul. 31, 2011 |
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
$ 964,345
|
$ 1,229,591
|
$ 1,275,924
|
$ 872,095
|
$ 913,611
|
$ 1,241,232
|
$ 1,214,435
|
$ 851,424
|
$ 4,341,955
|
[1] |
$ 4,220,702
|
[1] |
$ 4,113,239
|
|
MEXICO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
152,668
|
|
$ 140,278
|
|
$ 138,354
|
|
Carrier Enterprise II |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional ownership interest acquired |
10.00%
|
10.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
$ 545,000
|
|
|
|
|
|
Cash consideration |
$ 42,688
|
$ 42,909
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Controlling interest, ownership percentage |
80.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60.00%
|
Carrier Enterprise II | Northeast U.S. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of locations | Location |
|
|
|
|
|
|
|
|
|
|
40
|
|
|
|
|
|
Carrier Enterprise II | MEXICO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Acquisition [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of locations | Location |
|
|
|
|
|
|
|
|
|
|
14
|
|
|
|
|
|
|
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Investment in Unconsolidated Affiliate - Additional Information (Detail) $ in Thousands |
|
12 Months Ended |
Jun. 21, 2017
USD ($)
board_member
Location
|
Dec. 31, 2017
USD ($)
|
Dec. 31, 2016
USD ($)
|
Schedule of Equity Method Investments [Line Items] |
|
|
|
Investment in unconsolidated entity |
|
$ 63,600
|
|
Proceeds from non-controlling interest for investment in unconsolidated entity |
|
$ 12,720
|
|
Carrier Enterprise I |
|
|
|
Schedule of Equity Method Investments [Line Items] |
|
|
|
Ownership interest acquired |
35.00%
|
|
|
Ownership percentage by parent |
80.00%
|
|
|
Ownership percentage, by non-controlling owners |
20.00%
|
|
|
Investment in unconsolidated entity |
$ 63,600
|
|
|
Contribution to investment in unconsolidated entity by controlling interest |
50,880
|
|
|
Proceeds from non-controlling interest for investment in unconsolidated entity |
$ 12,720
|
|
|
Russell Sigler Inc | Western United States [Member] |
|
|
|
Schedule of Equity Method Investments [Line Items] |
|
|
|
Number of locations | Location |
30
|
|
|
Russell Sigler sales |
|
|
$ 650,000
|
Russell Sigler Inc | Carrier Enterprise I |
|
|
|
Schedule of Equity Method Investments [Line Items] |
|
|
|
Ownership percentage needed for right to purchase up to 100% |
85.00%
|
|
|
Total number of board members | board_member |
6
|
|
|
Number of board members that can be appointed based on ownership | board_member |
2
|
|
|
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v3.8.0.1
Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2017 |
Dec. 31, 2016 |
Goodwill [Line Items] |
|
|
Goodwill, Beginning Balance |
$ 379,737
|
$ 378,310
|
Foreign currency translation adjustment |
2,992
|
1,427
|
Goodwill, Ending Balance |
$ 382,729
|
$ 379,737
|
X |
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v3.8.0.1
Intangible Assets (Detail) - USD ($) $ in Thousands |
12 Months Ended |
|
Dec. 31, 2017 |
Dec. 31, 2016 |
Intangible Assets [Line Items] |
|
|
Indefinite lived intangible assets - Trade names, trademarks and distribution rights |
$ 125,194
|
$ 120,288
|
Finite lived intangible assets: |
|
|
Accumulated amortization |
(38,332)
|
(33,437)
|
Finite lived intangible assets, net |
35,871
|
38,276
|
Intangible assets, net |
161,065
|
158,564
|
Customer Relationships |
|
|
Finite lived intangible assets: |
|
|
Finite lived intangible assets |
$ 73,053
|
70,194
|
Customer Relationships | Minimum |
|
|
Intangible Assets [Line Items] |
|
|
Finite lived intangible assets, Estimated Useful lives, years |
10 years
|
|
Customer Relationships | Maximum |
|
|
Intangible Assets [Line Items] |
|
|
Finite lived intangible assets, Estimated Useful lives, years |
15 years
|
|
Trade Name |
|
|
Intangible Assets [Line Items] |
|
|
Finite lived intangible assets, Estimated Useful lives, years |
10 years
|
|
Finite lived intangible assets: |
|
|
Finite lived intangible assets |
$ 1,150
|
1,150
|
Non-compete Agreements |
|
|
Intangible Assets [Line Items] |
|
|
Finite lived intangible assets, Estimated Useful lives, years |
7 years
|
|
Finite lived intangible assets: |
|
|
Finite lived intangible assets |
|
$ 369
|
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v3.8.0.1
Amortization Expense Related to Finite Lived Intangible Assets (Detail) $ in Thousands |
Dec. 31, 2017
USD ($)
|
2018 |
$ 4,900
|
2019 |
4,900
|
2020 |
4,900
|
2021 |
4,200
|
2022 |
$ 3,500
|
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v3.8.0.1
Shareholders' Equity - Additional Information (Detail) - USD ($)
|
12 Months Ended |
|
|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Aug. 23, 2017 |
Sep. 30, 1999 |
Stockholders Equity Note [Line Items] |
|
|
|
|
|
Preferred stock outstanding |
0
|
0
|
|
|
|
Maximum aggregate offering price under sales agreement |
|
|
|
$ 250,000,000
|
|
Net proceeds from the sale of Common stock |
$ 247,744,000
|
|
|
|
|
Direct stock issuance costs |
$ 311,000
|
|
|
|
|
Number of shares authorized to be repurchased |
|
|
|
|
7,500,000
|
Treasury stock, shares repurchased |
0
|
0
|
0
|
|
|
Cost of repurchased shares |
$ 87,440,000
|
$ 114,425,000
|
|
|
|
Remaining number of shares authorized to be repurchased |
1,129,087
|
|
|
|
|
Common Stock |
|
|
|
|
|
Stockholders Equity Note [Line Items] |
|
|
|
|
|
Sale of common stock, shares |
1,498,662
|
|
|
|
|
Common Stock |
|
|
|
|
|
Stockholders Equity Note [Line Items] |
|
|
|
|
|
Amount of votes common stock is entitled |
One
|
|
|
|
|
Percentage of Board entitled to elect |
25.00%
|
|
|
|
|
Treasury stock, shares |
4,823,988
|
6,322,650
|
|
|
|
Class B Common Stock |
|
|
|
|
|
Stockholders Equity Note [Line Items] |
|
|
|
|
|
Amount of votes common stock is entitled |
Ten
|
|
|
|
|
Treasury stock, shares |
48,263
|
48,263
|
|
|
|
X |
- DefinitionDescription of voting rights of common stock. Includes eligibility to vote and votes per share owned. Include also, if any, unusual voting rights.
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v3.8.0.1
Financial Instruments - Additional Information (Detail) - USD ($)
|
Dec. 31, 2017 |
Dec. 31, 2016 |
Financial Instrument [Line Items] |
|
|
Estimated fair value of contingent liability |
$ 0
|
|
Standby Letters of Credit |
|
|
Financial Instrument [Line Items] |
|
|
Fair value of contingent liability |
2,430,000
|
$ 2,430,000
|
Performance Bonds |
|
|
Financial Instrument [Line Items] |
|
|
Fair value of contingent liability |
$ 4,000,000
|
$ 8,000,000
|
X |
- DefinitionThe fair value of financial liabilities, which are not recognized in the financial statements (off-balance sheet) because they fail to meet some other criterion for recognition.
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v3.8.0.1
Fair Value of Derivative Instruments and Location in the Balance Sheets (Detail) - Foreign Currency Forward Contracts - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
Derivatives, Fair Value [Line Items] |
|
|
Derivative instruments, assets derivatives |
$ 250
|
$ 241
|
Derivative instruments, liabilities derivatives |
957
|
39
|
Derivatives Designated as Hedging Instruments |
|
|
Derivatives, Fair Value [Line Items] |
|
|
Derivative instruments, assets derivatives |
70
|
227
|
Derivative instruments, liabilities derivatives |
773
|
35
|
Derivatives not Designated as Hedging Instruments |
|
|
Derivatives, Fair Value [Line Items] |
|
|
Derivative instruments, assets derivatives |
180
|
14
|
Derivative instruments, liabilities derivatives |
$ 184
|
$ 4
|
X |
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v3.8.0.1
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Commitments and Contingencies Disclosure [Line Items] |
|
|
|
Self-insurance reserves |
$ 2,344
|
$ 2,951
|
|
Maximum exposure to loss related to involvement with variable interest entity |
$ 4,200
|
|
|
Operating leases maximum maturity date |
2028
|
|
|
Rental expense |
$ 84,076
|
$ 83,260
|
$ 82,581
|
Non-cancelable purchase obligations for goods |
$ 11,000
|
|
|
X |
- DefinitionRental expense for the reporting period incurred under operating leases, including minimum and any contingent rent expense, net of related sublease income.
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v3.8.0.1
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands |
12 Months Ended |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Supplier Concentration Risk | Cost of Goods, Total |
|
|
|
Related Party Transaction [Line Items] |
|
|
|
Percentage of purchases from key suppliers |
84.00%
|
85.00%
|
84.00%
|
Moss & Associates LLC | Customary Payments for Remodeling of Corporate Headquarters |
|
|
|
Related Party Transaction [Line Items] |
|
|
|
Payment for related party transaction |
$ 951
|
$ 291
|
|
Amount payable to related party |
131
|
|
|
Greenberg Traurig, P.A. | Customary Fees for Legal Services |
|
|
|
Related Party Transaction [Line Items] |
|
|
|
Payment for related party transaction |
475
|
|
|
Amount payable to related party |
0
|
|
|
Carrier and Its Affiliates | Supplier Concentration Risk |
|
|
|
Related Party Transaction [Line Items] |
|
|
|
Amount payable to Carrier and its affiliates, net of receivables |
75,000
|
63,000
|
|
Revenues from sales to Carrier and its affiliates |
$ 64,000
|
$ 56,000
|
$ 62,000
|
Carrier and Its Affiliates | Supplier Concentration Risk | Cost of Goods, Total |
|
|
|
Related Party Transaction [Line Items] |
|
|
|
Percentage of purchases from key suppliers |
62.00%
|
62.00%
|
62.00%
|
X |
- DefinitionFor an entity that discloses a concentration risk in relation to quantitative amount, which serves as the "benchmark" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.
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v3.8.0.1
Revenues and Long-Lived Assets by Geographical Area (Detail) - USD ($) $ in Thousands |
3 Months Ended |
12 Months Ended |
Dec. 31, 2017 |
Sep. 30, 2017 |
[1] |
Jun. 30, 2017 |
[1] |
Mar. 31, 2017 |
[1] |
Dec. 31, 2016 |
Sep. 30, 2016 |
[1] |
Jun. 30, 2016 |
[1] |
Mar. 31, 2016 |
[1] |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Geographic Area Information [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ 964,345
|
[1] |
$ 1,229,591
|
$ 1,275,924
|
$ 872,095
|
$ 913,611
|
[1] |
$ 1,241,232
|
$ 1,214,435
|
$ 851,424
|
$ 4,341,955
|
[1] |
$ 4,220,702
|
[1] |
$ 4,113,239
|
Long-Lived Assets |
709,480
|
|
|
|
|
628,803
|
|
|
|
|
709,480
|
|
628,803
|
|
|
UNITED STATES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic Area Information [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
3,919,684
|
|
3,813,204
|
|
3,710,977
|
Long-Lived Assets |
540,136
|
|
|
|
|
467,728
|
|
|
|
|
540,136
|
|
467,728
|
|
|
CANADA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic Area Information [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
269,603
|
|
267,220
|
|
263,908
|
Long-Lived Assets |
163,944
|
|
|
|
|
155,758
|
|
|
|
|
163,944
|
|
155,758
|
|
|
MEXICO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Geographic Area Information [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
|
|
|
|
|
|
|
|
|
152,668
|
|
140,278
|
|
$ 138,354
|
Long-Lived Assets |
$ 5,400
|
|
|
|
|
$ 5,317
|
|
|
|
|
$ 5,400
|
|
$ 5,317
|
|
|
|
|
X |
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v3.8.0.1
Subsequent Events - Additional Information (Detail) - USD ($)
|
|
|
12 Months Ended |
|
Feb. 06, 2018 |
Jan. 02, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Feb. 05, 2018 |
Subsequent Event [Line Items] |
|
|
|
|
|
|
Cash dividend |
|
|
$ 4.60
|
$ 3.60
|
$ 2.80
|
|
Revolving credit agreement maximum borrowing capacity |
|
|
$ 600,000,000
|
|
|
|
Subsequent Event |
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
Revolving credit agreement maximum borrowing capacity |
|
|
|
|
|
$ 300,000,000
|
Common Stock | Subsequent Event |
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
Cash dividend |
|
$ 1.25
|
|
|
|
|
Dividends, date declared |
|
Jan. 02, 2018
|
|
|
|
|
Dividends Payable, Date to be Paid |
|
Jan. 31, 2018
|
|
|
|
|
Dividends, date of record |
|
Jan. 16, 2018
|
|
|
|
|
Date new dividend rate will be effective |
2018-04
|
|
|
|
|
|
Cash dividend |
$ 1.45
|
|
|
|
|
|
Class B Common Stock | Subsequent Event |
|
|
|
|
|
|
Subsequent Event [Line Items] |
|
|
|
|
|
|
Cash dividend |
|
$ 1.25
|
|
|
|
|
Dividends, date declared |
|
Jan. 02, 2018
|
|
|
|
|
Dividends Payable, Date to be Paid |
|
Jan. 31, 2018
|
|
|
|
|
Dividends, date of record |
|
Jan. 16, 2018
|
|
|
|
|
Date new dividend rate will be effective |
2018-04
|
|
|
|
|
|
Cash dividend |
$ 1.45
|
|
|
|
|
|
X |
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v3.8.0.1
Selected Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended |
12 Months Ended |
Dec. 31, 2017 |
Sep. 30, 2017 |
Jun. 30, 2017 |
Mar. 31, 2017 |
Dec. 31, 2016 |
Sep. 30, 2016 |
Jun. 30, 2016 |
Mar. 31, 2016 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Quarterly Financial Data [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ 964,345
|
[1] |
$ 1,229,591
|
[1] |
$ 1,275,924
|
[1] |
$ 872,095
|
[1] |
$ 913,611
|
[1] |
$ 1,241,232
|
[1] |
$ 1,214,435
|
[1] |
$ 851,424
|
[1] |
$ 4,341,955
|
[1] |
$ 4,220,702
|
[1] |
$ 4,113,239
|
Gross profit |
240,930
|
|
295,895
|
|
310,278
|
|
218,556
|
|
228,072
|
|
302,204
|
|
291,861
|
|
212,447
|
|
1,065,659
|
|
1,034,584
|
|
1,007,357
|
Net income attributable to Watsco, Inc. |
$ 43,255
|
|
$ 65,029
|
|
$ 73,756
|
|
$ 26,181
|
|
$ 29,553
|
|
$ 63,099
|
|
$ 64,621
|
|
$ 25,537
|
|
$ 208,221
|
|
$ 182,810
|
|
$ 172,929
|
Earnings per share for Common and Class B common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ 1.19
|
[2] |
$ 1.82
|
[2] |
$ 2.07
|
[2] |
$ 0.71
|
[2] |
$ 0.81
|
[2] |
$ 1.78
|
[2] |
$ 1.82
|
[2] |
$ 0.71
|
[2] |
$ 5.81
|
[2] |
$ 5.16
|
[2] |
$ 4.91
|
Diluted |
$ 1.19
|
[2] |
$ 1.82
|
[2] |
$ 2.07
|
[2] |
$ 0.71
|
[2] |
$ 0.81
|
[2] |
$ 1.78
|
[2] |
$ 1.82
|
[2] |
$ 0.71
|
[2] |
$ 5.81
|
[2] |
$ 5.15
|
[2] |
$ 4.90
|
|
|
X |
- DefinitionThe amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.
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