UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 27, 2004
or
o
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 1-11499
WATTS WATER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware
04-2916536
(State of incorporation)
(I.R.S. Employer Identification No.)
815 Chestnut Street, North Andover, MA
01845
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (978) 688-1811
(Former Name, Former Address and Former Fiscal year, if changed since last report.)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Class
Outstanding at July 30, 2004
Class A Common Stock, $.10 par value
24,955,961
Class B Common Stock, $.10 par value
7,343,880
WATTS WATER TECHNOLOGIES, INC. AND SUBSIDIARIES
INDEX
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets at June 27, 2004 and December 31, 2003 (unaudited)
Consolidated Statements of Operations for the Second Quarter Ended June 27, 2004 and June 29, 2003 (unaudited)
Consolidated Statements of Operations for the Six Months Ended June 27, 2004 and June 29, 2003 (unaudited)
Consolidated Statements of Cash Flows for the Six Months Ended June 27, 2004 and June 29, 2003 (unaudited)
Notes to Consolidated Financial Statements (unaudited)
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
Item 4.
Controls and Procedures
Part II. Other Information
Item 1.
Legal Proceedings
Submission of Matters to a Vote of Security Holders
Item 6.
Exhibits and Reports on Form 8-K
Signatures
Exhibit Index
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share information)
(Unaudited)
June 27,2004
December 31,2003
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
$
76,128
149,361
Trade accounts receivable, less allowance for doubtful accounts of $8,681 at June 27, 2004 and $7,772 at December 31, 2003
162,681
136,064
Inventories, net:
Raw materials
50,490
41,998
Work in process
24,508
24,348
Finished goods
119,604
90,253
Total Inventories
194,602
156,599
Prepaid expenses and other assets
14,168
8,500
Deferred income taxes
23,221
23,552
Assets held for sale
1,629
1,938
Assets of discontinued operations
8,937
4,460
Total Current Assets
481,366
480,474
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment, at cost
301,343
284,250
Accumulated depreciation
(152,051
)
(138,539
Property, plant and equipment, net
149,292
145,711
OTHER ASSETS:
Goodwill
209,732
184,901
Other
49,567
27,557
TOTAL ASSETS
889,957
838,643
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable
80,325
74,068
Accrued expenses and other liabilities
60,421
55,252
Accrued compensation and benefits
20,623
18,466
Current portion of long-term debt
71,648
13,251
Liabilities of discontinued operations
22,446
11,302
Total Current Liabilities
255,463
172,339
LONG-TERM DEBT, NET OF CURRENT PORTION
131,483
179,061
DEFERRED INCOME TAXES
18,182
15,978
OTHER NONCURRENT LIABILITIES
24,824
25,588
MINORITY INTEREST
6,463
9,286
STOCKHOLDERS’ EQUITY:
Preferred Stock, $.10 par value; 5,000,000 shares authorized; no shares issued or outstanding
—
Class A Common Stock, $.10 par value; 80,000,000 shares authorized; 1 vote per share; issued and outstanding: 24,828,141 shares at June 27, 2004 and 24,459,121 shares at December 31, 2003
2,483
2,446
Class B Common Stock, $.10 par value; 25,000,000 shares authorized; 10 votes per share; issued and outstanding: 7,471,700 shares at June 27, 2004 and 7,605,224 shares at December 31, 2003
747
761
Additional paid-in capital
136,590
132,983
Deferred compensation
(783
Retained earnings
306,816
286,396
Accumulated other comprehensive income
7,689
13,805
Total Stockholders’ Equity
453,542
436,391
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
See accompanying notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share information)
Second Quarter Ended
June 29,2003
Net sales
212,694
173,512
Cost of goods sold
136,305
114,947
GROSS PROFIT
76,389
58,565
Selling, general & administrative expenses
51,883
42,111
Restructuring
114
OPERATING INCOME
24,506
16,340
Other (income) expense:
Interest income
(237
(267
Interest expense
2,784
2,820
Minority interest
283
(17
(231
(90
2,599
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
21,907
13,894
Provision for income taxes
7,882
5,214
INCOME FROM CONTINUING OPERATIONS
14,025
8,680
Loss from discontinued operations, net of taxes of $45 and $361
(72
(574
NET INCOME
13,953
8,106
BASIC EPS
Income (loss) per share:
Continuing operations
0.43
0.32
Discontinued operations
(0.02
0.30
Weighted average number of shares
32,265
27,210
DILUTED EPS
32,726
27,472
Dividends per share
0.07
0.06
Six Months Ended
403,340
339,204
261,136
224,875
142,204
114,329
97,864
81,965
44,340
32,250
(519
(382
5,353
4,904
(479
(152
506
(38
4,861
4,332
39,479
27,918
14,430
10,302
25,049
17,616
Loss from discontinued operations, net of taxes of $59 and $1,816
(95
(2,900
24,954
14,716
0.78
0.65
(0.11
0.54
32,202
27,139
0.77
32,639
27,352
0.14
0.12
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
OPERATING ACTIVITIES
Income from continuing operations
Adjustments to reconcile net income from continuing operations to net cash used in continuing operating activities:
Depreciation
13,476
11,198
Amortization
713
467
(147
(1,313
226
(40
Changes in operating assets and liabilities, net of effects from business acquisitions and divestitures:
Accounts receivable
(24,231
(12,636
Inventories
(31,246
(15,236
(4,348
(3,613
Accounts payable, accrued expenses and other liabilities
8,565
(2,289
Net cash used in operating activities
(11,943
(5,846
INVESTING ACTIVITIES
Additions to property, plant and equipment
(11,449
(8,698
Proceeds from the sale of property, plant and equipment
1,791
172
Increase in other assets
(172
(293
Increase in restricted treasury securities
(77,834
Business acquisitions, net of cash acquired
(70,294
(4,985
Net cash used in investing activities
(80,124
(91,638
FINANCING ACTIVITIES
Proceeds from long-term borrowings
32,152
203,666
Payments of long-term debt
(17,529
(81,166
Debt issue costs
(1,612
Proceeds from exercise of stock options
2,847
2,730
Dividends
(4,534
(3,286
Net cash provided by financing activities
12,936
120,332
Effect of exchange rate changes on cash and cash equivalents
(675
992
Net cash provided by discontinued operations
6,573
480
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(73,233
24,320
Cash and cash equivalents at beginning of period
10,973
CASH AND CASH EQUIVALENTS AT END OF PERIOD
35,293
NON CASH INVESTING AND FINANCING ACTIVITIES
Acquisition of businesses:
Fair value of assets acquired
75,006
5,642
Cash paid, net of cash acquired
70,294
4,985
Liabilities assumed
4,712
657
CASH PAID FOR
Interest
3,608
3,927
Taxes
18,795
10,754
NOTESTO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included in Watts Water Technologies, Inc.’s Consolidated Balance Sheet as of June 27, 2004, its Consolidated Statements of Operations for the second quarter and six months ended June 27, 2004 and June 29, 2003, and its Consolidated Statements of Cash Flows for the six months ended June 27, 2004 and June 29, 2003.
The balance sheet at December 31, 2003 has been derived from the audited financial statements at that date. The accounting policies followed by the Company are described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003. It is suggested that the financial statements included in this report be read in conjunction with the financial statements and notes included in the December 31, 2003 Annual Report on Form 10-K. Operating results for the interim period presented are not necessarily indicative of the results to be expected for the year ending December 31, 2004.
Certain amounts in fiscal year 2003 have been reclassified to permit comparison with the 2004 presentation. These reclassifications had no effect on reported results of operations or stockholders’ equity.
2. Accounting Policies
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Goodwill and Long-Lived Assets
Goodwill is recorded when the consideration paid for acquisitions exceeds the fair value of net tangible and intangible assets acquired. Financial Accounting Standards Board Statement No. 141, “Business Combinations” (FAS 141) requires that the purchase method of accounting be used for all business combinations completed after June 30, 2001. Financial Accounting Standards Board Statement No. 142, “Goodwill and Other Intangible Assets” (FAS 142) requires that goodwill and other intangible assets with indefinite lives no longer be amortized, but rather be tested annually for impairment. The Company performs it annual test for indications of goodwill impairment on the last day of the Company’s fiscal October, which will be October 24 for fiscal year 2004 or sooner if indicators exist. The amount recorded in goodwill and other intangible assets acquired during the first six months of 2004 are based on preliminary purchase allocations consistent with the guidelines of FAS 141.
The changes in the carrying amount of goodwill by geographic segments from December 31, 2003 to June 27, 2004 are as follows:
NorthAmerica
Europe
China
Total
(in thousands)
Carrying amount at the beginning of period
100,017
81,812
3,072
Goodwill acquired during the period
23,304
3,993
27,297
Adjustments to goodwill during the period
150
Effect of change in exchange rates used for translation
(31
(2,585
(2,616
Carrying amount at end of period
123,440
83,220
Other intangible assets include the following and are presented in “Other Assets: Other”, in the June 27, 2004 Consolidated Balance Sheet:
GrossCarryingAmount
AccumulatedAmortization
Patents
8,495
(4,061
18,527
(1,758
Total amortizable intangibles
27,022
(5,819
Intangible assets not subject to amortization
18,122
45,144
Aggregate amortization expense for amortized other intangible assets for the second quarter of 2004 and 2003 was $573,000 and $281,000, respectively, and for the six month period of 2004 and 2003 were $713,000 and $467,000, respectively. Additionally, future amortization expense for other intangible assets will be approximately $1,124,000 for the remainder of 2004, $2,233,000 for 2005, $2,213,000 for 2006, $1,650,000 for 2007 and $1,474,000 for 2008.
Stock Based Compensation
The Company accounts for stock based compensation in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB No. 25), and related interpretations. The Company records stock based compensation expense associated with its Management Stock Purchase Plan due to the discount from market price. Stock-based compensation expense is amortized to expense on a straight-line basis over the vesting period. Also, in the second quarter of 2004 the Company issued 32,133 shares of restricted stock with a fair market price of $25.00 per share amounting to approximately $802,000 of deferred compensation that vest over 3 years. The restricted stock awards are amortized to expense on a straight-line basis over the vesting period. The following table illustrates the effect on reported net income and earnings per common share if the Company had applied the fair value method to measure stock-based compensation as required under the disclosure provisions of Financial Accounting Standards Board No. 123, “Accounting for Stock-Based Compensation” (FAS 123) as amended by Financial Accounting Standards Board No. 148 “Accounting for Stock-Based Compensation Transition and Disclosure” (FAS 148).
Net income, as reported
Add: Stock-based employee compensation expense from the Management Stock Purchase Plan and 2004 Stock Incentive Plan included in reported net income, net of tax
110
51
Deduct: Stock-based employee compensation expense determined under the fair value method, net of tax:
Restricted stock units (Management Stock Purchase Plan)
(112
(64
Restricted stock award (2004 Stock Incentive Plan)
(14
Employee stock options
(150
(129
Proforma net income
13,787
7,964
Earnings per share:
Basic-as reported
Basic-proforma
0.29
Diluted-as reported
Diluted-proforma
0.42
206
102
(224
(127
(300
(258
24,622
14,433
0.76
0.53
0.75
Shipping and Handling
The Company’s shipping costs included in selling, general and administrative expense were $6,783,000 and $5,508,000 for the second quarter of 2004 and 2003, respectively, and were $12,771,000 and $10,568,000 for the six month period of 2004 and 2003, respectively.
Research and Development
Research and development costs included in selling, general, and administrative expense were $2,504,000, and $2,311,000 for the second quarter of 2004 and 2003, respectively, and were $4,865,000 and $5,031,000 for the six month period of 2004 and 2003, respectively.
New Accounting Standards
In December 2003, the Financial Accounting Standards Board (FASB) issued Financial Accounting Standards Board Statement No. 132 revised 2003, “Employers’ Disclosures about Pensions and Other Postretirement Benefits” (FAS 132R). This standard increases the existing disclosure requirements by requiring more details about pension plan assets, benefit obligations, cash flows, benefit costs and related information. Companies will be required to segregate plan assets by category, such as debt, equity and real estate, and to provide certain expected rates of return and other informational disclosures. FAS 132(R) also requires companies to disclose various elements of pension and postretirement benefit costs in interim-period financial statements for quarters beginning after December 15, 2003. The Company adopted the additional interim disclosure provisions of FAS 132(R) effective January 1, 2004.
3. Discontinued Operations
In September 1996, the Company divested its Municipal Water Group businesses, which included Henry Pratt, James Jones Company and Edward Barber and Company Ltd. Costs and expenses related to the Municipal Water Group for 2004 and 2003 relate to legal and settlement costs associated with the James Jones litigation (see Note 11).
Condensed operating statements and balance sheets for discontinued operations is summarized below:
June 27, 2004
June 29, 2003
Cost and expenses
Municipal Water Group
(117
(935
(154
(4,716
Loss before income taxes
Income tax benefit
45
361
59
1,816
Loss from discontinued operations, net of taxes
1,050
7,887
4. Derivative Instruments
Certain forecasted transactions, primarily intercompany sales between the United States and Canada, and assets are exposed to foreign currency risk. The Company monitors its foreign currency exposures on an ongoing basis to maximize the overall effectiveness of its foreign currency hedge positions. During the first six months of 2004 and 2003, the Company used foreign currency forward contracts and options as a means of hedging exposure to foreign currency risks. The Company’s foreign currency contracts have been designated and qualify as cash flow hedges under the criteria of FAS 133. FAS 133 requires that changes in fair value of derivatives that qualify as cash flow hedges be recognized in other comprehensive income while the ineffective portion of the derivative’s change in fair value be recognized immediately in earnings. For the second quarter and six months ended June 27, 2004, the Company recorded $55,000 in other comprehensive income for the change in the fair value of the contracts. For the second quarter and six months ended June 29, 2003, the Company recorded $237,000 and $458,000, respectively, in other comprehensive income for the change in the fair value of the contracts.
The Company occasionally uses commodity futures contracts to fix the price on a certain portion of certain raw materials used in the manufacturing process. These contracts highly correlate to the actual purchases of the commodity and the contract values are reflected in the cost of the commodity as it is actually purchased. At June 27, 2004 and June 29, 2003 the Company had no outstanding commodity contracts.
5. Restructuring
The Company continues to implement a plan to consolidate several of its manufacturing plants both in North America and Europe. At the same time it is expanding its manufacturing capacity in China and other low cost areas of the world. In the second quarter of 2004, the Company recorded a pre-tax charge of approximately $560,000 compared to $637,000 in the second quarter of 2003. For the first six months of 2004, the Company recorded a pre-tax charge of approximately $1,737,000 compared to $1,083,000 for the first six months of 2003. The pre-tax costs for 2004 were recorded in costs of goods sold. The costs incurred for 2004 were for accelerated depreciation for both the expected closure of a U.S. manufacturing plant and a reduction in the estimated useful lives of certain manufacturing equipment. The Company also essentially completed its severance payments related to the 2003 manufacturing restructuring plan during the first quarter of 2004.
Increased sales volumes during the second quarter of 2004 caused management to reevaluate its manufacturing restructuring plan. As a result, the Company has postponed its expected closure date of a U.S. manufacturing plant and extended the estimated useful lives of certain manufacturing equipment due to revised production requirements. The Company reduced its estimated expenses related to its manufacturing restructuring plan from its original estimate by approximately $2,000,000.
6. Earnings per Share
The following tables set forth the reconciliation of the calculation of earnings per share:
For the Second Quarter Ended June 27, 2004
Income(Numerator)
Shares(Denominator)
Per ShareAmount
(Amounts in thousands, except share and per share amounts)
Basic EPS
32,264,768
Loss from discontinued operations
Net income
Effect of dilutive securities
Common stock equivalents
461,501
Diluted EPS
32,726,269
For the Second Quarter Ended June 29, 2003
27,209,813
262,506
27,472,319
For the Six Months Ended June 27, 2004
32,201,758
437,183
32,638,941
For the Six Months Ended June 29, 2003
27,139,406
212,301
27,351,707
Stock options to purchase 74,266 shares of common stock were outstanding at June 29, 2003, but were not included in the computation of diluted earnings per share for the second quarter of 2003 because the options’ exercise price was greater than the average market price of the common shares and therefore, the effect would have been antidilutive.
7. Segment Information
Under the criteria set forth in Financial Accounting Standards Board No.131 “Disclosure about Segments of an Enterprise and Related Information”, the Company operates in three geographic segments: North America, Europe, and China. Each of these segments is managed separately and has separate financial results that are reviewed by the Company’s chief operating decision-maker. Sales by region are based upon location of the entity recording the sale. The accounting policies for each segment are the same as those described in the summary of significant accounting policies.
The following is a summary of the Company’s significant accounts and balances by segment, reconciled to the consolidated totals:
Corporate(*)
Consolidated
Second quarter ended June 27, 2004
144,522
60,981
7,191
Operating income (loss)
22,186
7,992
457
(6,129
Capital expenditures
2,266
1,317
2,920
6,503
Depreciation and amortization
3,495
2,366
1,234
7,095
Second quarter ended June 29, 2003
118,162
50,229
5,121
16,807
4,310
(641
(4,136
1,466
1,102
1,083
3,651
3,197
2,243
523
5,963
Six months ended June 27, 2004
270,142
121,014
12,184
38,676
15,437
(1
(9,772
Identifiable assets
516,604
295,448
77,905
Long-lived assets
74,301
48,476
26,515
Intangibles
23,240
9,998
6,087
39,325
4,059
3,030
4,360
11,449
7,609
4,624
1,956
14,189
Six months ended June 29, 2003
231,117
98,898
9,189
31,969
9,170
(1,124
(7,765
488,293
254,276
58,675
792,244
75,993
41,616
18,787
136,396
13,828
163
4,907
18,898
2,962
1,709
4,027
8,698
6,439
4,317
909
11,665
The above operating segments are presented on a basis consistent with the presentation included in the Company’s December 31, 2003 financial statements included in the Annual Report on Form 10-K.
*Corporate expenses are primarily for compensation expense, professional fees, including legal and audit expenses and benefit administration costs. These costs are not allocated to the geographic segments as they are viewed as corporate functions that support all activities.
The North American segment consists of U.S. net sales of $135,377,000 and $109,975,000 for the second quarter of 2004 and 2003, respectively, and $252,739,000 and $216,040,000 for the six month period of 2004 and 2003, respectively. The North American segment also consists of U.S. long-lived assets of $69,692,000 and $70,753,000 at June 27, 2004 and June 29, 2003, respectively.
8. Other Comprehensive Income (Loss)
Other comprehensive income (loss) consist of the following:
ForeignCurrencyTranslation
PensionAdjustment
Cash FlowHedges
Accumulated OtherComprehensiveIncome (Loss)
Balance December 31, 2003
19,588
(5,829
46
Change in period
(5,585
(209
(5,794
Balance March 28, 2004
14,003
(163
8,011
(518
196
(322
Balance June 27, 2004
13,485
33
Balance December 31, 2002
(7,806
(3,988
(11,794
3,533
(221
3,312
Balance March 30, 2003
(4,273
(8,482
9,564
9,327
Balance June 29, 2003
5,291
(458
845
Accumulated other comprehensive income (loss) in the Consolidated Balance Sheets as of June 27, 2004 and June 29, 2003 consists of cumulative translation adjustments, pension plan additional minimum liability, net of tax, and changes in the fair value of certain financial instruments that qualify for hedge accounting as required by FAS 133. The Company’s total comprehensive income was as follows:
Unrealized gains (loss) on derivative instruments, net of tax
Foreign currency translation adjustments
Total comprehensive income
13,631
17,433
(in thousands )
Unrealized loss on derivative instruments, net of tax
(13
(6,103
13,097
18,838
27,355
9. Acquisitions
On May 21, 2004, a wholly-owned subsidiary of the Company acquired the stock of McCoy Enterprises, Inc., which was subsequently renamed Orion Enterprises, Inc. (Orion), located in Kansas City, Kansas, for approximately $27,760,000 in cash. Orion distributes its products under the brand names of Orion, Flo Safe and Laboratory Enterprises. During the second quarter of 2004, the Company contracted for a third-party valuation to allocate the purchase price consistent with the guidelines of FAS 141. The preliminary allocation for goodwill was approximately $18,100,000 and approximately $4,300,000 was allocated to intangibles. Orion’sproduct lines include a complete line of acid resistant waste products, double containment piping systems, as well as a line of high purity pipes, fittings and faucets.
On April 16, 2004, a wholly-owned subsidiary of the Company acquired 90% of the stock of TEAM Precision Pipework, Ltd. (TEAM), located in Ammanford, West Wales, United Kingdom for approximately $16,530,000 in cash subject to final adjustments, if any, as stipulated in the purchase and sale agreement. During the second quarter of 2004, the Company contracted for a third-party valuation to allocate the purchase price consistent with the guidelines of FAS 141. The preliminary allocation for goodwill was approximately $4,000,000 and approximately $10,100,000 was allocated to intangibles. TEAM custom designs and manufactures manipulated pipe and hose tubing assemblies, which are utilized in the heating ventilation and air conditioning markets.
TEAM is a supplier to major original equipment manufacturers of air conditioning systems and several of the major European automotive air conditioning manufacturers.
On March 29, 2004, a wholly-owned subsidiary of the Company acquired the 40% equity interest in Taizhou Shida Plumbing Manufacturing Co., Ltd. (Shida), that had been held by the Company’s former joint venture partner for approximately $3,000,000 in cash and the payment of $3,500,000 in cash in connection with a know-how transfer and non-compete agreement. As of June 27, 2004 the Company had paid $5,500,000 in cash. The Company now owns 100% of Shida. Prior to the acquisition the joint venture declared a dividend of $1,250,000 and based on the 40% ownership a $500,000 cash dividend was paid to its joint venture partner. During the second quarter of 2004, the Company contracted for a third-party valuation to allocate the purchase price consistent with the guidelines of FAS 141. The preliminary allocation allocated approximately $3,500,000 to intangibles.
On January 5, 2004, a wholly-owned subsidiary of the Company acquired substantially all of the assets of Flowmatic Systems, Inc. (Flowmatic), located in Dunnellon, Florida, for approximately $16,700,000 in cash. During the first quarter of 2004, the Company contracted for a third-party valuation to allocate the purchase price consistent with the guidelines of FAS 141. The preliminary allocation for goodwill was approximately $5,200,000 and approximately $5,600,000 was allocated to intangibles. Flowmatic designs and distributes a complete line of high quality reverse osmosis components and filtration equipment. Their product line includes stainless steel and plastic housings, filter cartridges, storage tanks, control valves, as well as complete reverse osmosis systems for residential and commercial applications.
On May 4, 2004, in connection with the Hunter Innovations, Inc. (Hunter) acquisition on May 9, 2002, the Company made a scheduled payment of approximately $3,750,000 for the second installment on the interest bearing notes issued to the Hunter sellers.
The acquisitions above has been accounted for utilizing the purchase method of accounting. The pro-forma results have not been displayed, as the results are not significant to the Company’s consolidated results of operations.
10. Debt Issuance
On February 28, 2002, the Company entered into a revolving credit facility with a syndicate of banks (as amended, the Revolving Credit Facility). The Revolving Credit Facility provides for borrowings of up to $150,000,000, which includes a $75,000,000 tranche for euro-based borrowings and matures in February 2005. Outstanding indebtedness under the Revolving Credit Facility bears interest at one of three customary rates plus a margin of 100 basis points, depending on the applicable base rate and the Company’s bond rating. The average interest rate for borrowings under the Revolving Credit Facility was approximately 2.8% at June 27, 2004. The Revolving Credit Facility includes operational and financial covenants customary for facilities of this type, including, among others, restrictions on additional indebtedness, liens and investments and maintenance of certain leverage ratios. As of June 27, 2004, the Company was in compliance with all covenants related to the Revolving Credit Facility. At June 27, 2004, the total amount outstanding on the facility was $61,459,000 for euro-based borrowings and no amounts were outstanding for U.S. dollar borrowings.
On July 1, 2003, the Company entered into an interest rate swap for a notional amount of €25,000,000 outstanding on the Company’s Revolving Credit Facility. The Company swapped the variable rate from the Revolving Credit Facility, which is three month EURIBOR plus 0.7%, for a fixed rate of 2.3%. The term of the swap is two years. The Company has designated the swap as a hedging instrument using the cash flow method. The swap hedges the cash flows associated with interest payments on the first €25,000,000 of the Company’s Revolving Credit Facility. The Company marks to market the changes in value of the swap through other comprehensive income. Any ineffectiveness has been recorded in income. During the second quarter and six months of 2004, the EURIBOR rate has not fluctuated materially. For the first six months of 2004, the Company recorded a charge of $69,000 in other comprehensive income for the decrease in the fair value of the swap.
11. Contingencies and Environmental Remediation
As disclosed in Part I, Item 1, “Product Liability, Environmental and Other Litigation Matters” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, the Company is a party to the litigation described as the James Jones litigation and to a purported class action lawsuit in the Maryland state court described as Other Litigation.
In the James Jones litigation, on July 27, 2004, the California Superior Court granted the Company’s motion for summary adjudication and ordered that Zurich American Insurance Company, or Zurich, indemnify the Company for its settlement with the three Phase I cities. In August 2003, the Company had made a payment of $11,000,000 for this settlement, and in April 2004, the Company received $11,000,000 from Zurich, subject to Zurich’s claims for reimbursement. Zurich may appeal this decision and the Company has recorded this $11,000,000 as a liability. This amount has been expensed to discontinued operations in prior periods.
In the purported class action, on June 7, 2004, the Maryland Circuit Court for Prince George’s County issued an opinion and order that denied the plaintiff’s request for class certification. The plaintiff has attempted to appeal, and its right to do so is unclear until other issues are resolved in the trial court.
12. Employee Benefit Plans
The Company sponsors funded and unfunded defined benefit pension plans covering substantially all of its domestic employees. Benefits are based primarily on years of service and employees’ compensation. The funding policy of the Company for these plans is to contribute an annual amount that does not exceed the maximum amount that can be deducted for federal income tax purposes. The Company uses a September 30 measurement date for its plans.
The components of net periodic benefit cost are as follows:
Service cost—benefits earned
582
505
Interest costs on benefits obligation
737
697
Estimated return on assets
(688
(570
Transitional asset amortization
(60
(63
Prior service cost amortization
53
55
Net loss amortization
184
130
Net periodic benefit cost
808
754
1,200
1,011
1,520
1,394
(1,420
(1,141
(125
(126
109
380
261
1,665
1,508
Cash flows:
The information related to the Company’s pension funds cash flow is as follows:
Employer contributions
52
42
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
The following discussion and analysis are provided to increase understanding of, and should be read in conjunction with, the accompanying unaudited consolidated financial statements and notes.
We are a leading supplier of products for use in the water quality, water safety, water flow control and water conservation markets in both North America and Europe. For more than 125 years, we have designed and manufactured products that promote the comfort and safety of people and the quality and conservation for water used in commercial, residential and light industrial applications. We earn revenue and income almost exclusively from the sale of our products. Our principal product lines include:
• backflow preventers for preventing contamination of potable water caused by reverse flow within water supply lines and fire protection systems;
• a wide range of water pressure regulators for both commercial and residential applications;
• water supply and drainage products for commercial and residential applications;
• temperature and pressure relief valves for water heaters, boilers and associated systems;
• point-of-use water filtration and reverse osmosis systems for both commercial and residential applications;
• thermostatic mixing valves for tempering water in commercial and residential applications; and
• systems for under-floor radiant applications.
Our business is reported in three geographic segments, North America, Europe and China. We distribute our products through three primary distribution channels, wholesale, do-it-yourself (DIY) and original equipment manufacturers (OEMs). Increases in Gross National Product (GNP) indicate a healthy economic environment which we believe positively impacts our results of operations. The economic factors that we believe have the most significant direct effect on the demand for our products are the number of new housing construction starts and non-residential, or commercial, construction starts. Interest rates have a significant indirect effect on the demand for our products due to the effect such rates have on the number of new residential and commercial construction starts and remodeling projects. In the second quarter of 2004, organic sales in North America increased in both our DIY and wholesale markets by approximately 11% and 13%, respectively, over the comparable period of last year. Also, in the second quarter of 2004 organic sales in Europe increased by approximately 5% over the comparable period of last year despite a weak European economy. An additional factor that has had a significant effect on our sales is fluctuations in foreign currencies, as a significant portion of our sales and certain portions of our costs, assets and liabilities are denominated in currencies other than the U.S. dollar. In the second quarter of 2004, primarily due to the euro appreciating against the U.S. dollar, our sales increased approximately 2% over the comparable period of last year.
We believe that the most significant factors relating to our future growth include our ability to continue to make selected acquisitions, both in our core markets as well as new complementary markets, regulatory requirements relating to the quality and conservation of water and increased demand for clean water and continued enforcement of plumbing and building codes. We have completed sixteen acquisitions since divesting our industrial and oil and gas business in 1999. Our acquisition strategy focuses on businesses that manufacture preferred brand name products that address our themes of water quality, water safety, water conservation and water flow control. We target businesses that will provide us with one or more of the following: an entry into new markets, an increase in shelf space with existing customers, a new or improved technology or an expansion of the breadth of our water quality, water conservation, water safety and water flow control products for the residential and commercial markets.
Products representing a majority of our sales are subject to regulatory standards and code enforcement, which typically require that these products meet stringent performance criteria. Together with our commissioned manufacturers’ representatives, we have consistently advocated the development and enforcement of such plumbing codes. We are focused on maintaining stringent quality control and testing procedures at each of our manufacturing facilities in order to manufacture products in compliance with code requirements and take advantage of the resulting demand for compliant products. We believe that significant product development, product testing capability and investment in plant and equipment is needed to manufacture products in compliance with code requirements, which represents a significant barrier to entry for competitors. We believe there is an increasing demand among consumers for products to ensure water quality, which creates growth opportunities for our products.
We require substantial amounts of raw materials to produce our products, including bronze, brass, cast iron, steel and plastic, and substantially all of the raw materials we require are purchased from outside sources. We have experienced increases in the costs of bronze, brass, cast iron and steel. In addition, we expect the cost of plastic to increase in the near future as a result of the recent increase in the cost of oil, which is used in the production of plastic. The price of copper has risen approximately 61% since June 30, 2003 and approximately 16 % since December 31, 2003. Bronze and brass are copper based alloys. Since December 31, 2003, we have experienced cost increase in bronze and brass of approximately 40% and 28%, respectively. Additionally, since December 31, 2003, we have experienced cost increases in cast iron and steel of 12% and 30%, respectively. These raw material costs increases have caused our cost of goods sold to increase by approximately 3% for the first six months of 2004.
A significant risk we face is our ability to deal effectively with increases in raw material costs. We manage this risk by monitoring related market prices, working with our suppliers to achieve the maximum level of stability in their costs and related pricing, seeking alternative supply sources when necessary and passing increases in costs to our customers, to the maximum extent possible, when they occur. Additionally, on a limited basis, we use commodity futures contracts to manage this risk, though we have not entered into any such contracts in the first six months of 2004. In response to recent cost increases, we have implemented price increases for those products which have become more expensive to manufacture due to the increases in raw material costs. As a result of these price increases we believe we have been successful in offsetting most, if not all, of the cost increases. We are not able to predict whether or for how long these cost increases will continue. If these cost increases continue and we are not able to reduce or eliminate the effect of the cost increases by reducing production costs or implementing price increases, our profit margins could decrease.
Another significant risk we face in all areas of our business is competition. We consider brand preference, engineering specifications, plumbing code requirements, price, technological expertise, delivery times and breadth of product offerings to be the primary competitive factors. As mentioned previously, we believe that significant product development, product testing capability and investment in plant and equipment is needed to manufacture products in compliance with code requirements, which represents a significant barrier to entry for competitors. We are committed to maintaining our capital equipment at a level consistent with current technologies, as we spent approximately $11,500,000 in the first six months of 2004, and expect to invest approximately $7,000,000 for the remainder of 2004. We are also committed to expanding our manufacturing capacity in lower cost countries such as China, Tunisia and Bulgaria. These manufacturing plant relocations and consolidations are an important part of our ongoing commitment to reduce production costs.
Recent Developments
On June 23, 2004 we announced the election of Ralph E. Jackson, Jr. as a new Director of the Company. Mr. Jackson worked for Cooper Industries, Inc. from 1985 until his retirement in 2003. Mr. Jackson served as a member of the Board of Directors of Cooper Industries from 2000 to 2003, is currently a member of the Board of Trustees of Hope College and is a past Chairman of the National Electrical Manufacturers Association.
On May 21, 2004, we acquired the stock of McCoy Enterprises, Inc., which we subsequently renamed Orion Enterprises, Inc. (Orion), located in Kansas City, Kansas, for approximately $27,760,000 in cash. Orion distributes its products under the brand names of Orion, Flo Safe and Laboratory Enterprises. Their product lines includes a complete line of acid resistant waste products, double containment piping systems, as well as a line of high purity pipes, fittings and faucets.
On April 16, 2004, we acquired 90% of the stock of TEAM Precision Pipework, Ltd. (TEAM), located in Ammanford, West Wales, United Kingdom for approximately $16,530,000 in cash subject to final adjustments, if any, as stipulated in the purchase and sale agreement. TEAM custom designs and manufactures manipulated pipe and hose tubing assemblies, which are utilized in the heating, ventilation and air conditioning markets. TEAM is a supplier to major original equipment manufacturers of air conditioning systems and several of the major European automotive air conditioning manufacturers.
On March 29, 2004, we acquired the 40% equity interest in Taizhou Shida Plumbing Manufacturing Co., Ltd. (Shida), that had been held by our former joint venture partner for approximately $3,000,000 in cash and the payment of $3,500,000 in cash in connection with a know-how transfer and non-compete agreement. We now own 100% of Shida.
On January 5, 2004, we acquired substantially all of the assets of Flowmatic Systems, Inc. (Flowmatic), located in Dunnellon, Florida, for approximately $16,700,000 in cash. Flowmatic designs and distributes a complete line of high quality reverse osmosis components and filtration equipment. Their product line includes stainless steel and plastic housings, filter cartridges, storage tanks, control valves, as well as complete reverse osmosis systems for residential and commercial applications.
On July 30, 2003, we acquired Giuliani Anello S.r.l. (Anello), located in Cento (Ferrara) Bologna, Italy, for approximately $10,600,000 in cash net of acquired cash of $1,400,000. Anello manufactures and distributes valves and filters utilized in heating applications including strainer filters, solenoid valves, flow stop valves, stainless steel water filter elements and steam cleaning filters.
On April 18, 2003, we acquired Martin Orgee UK Ltd. (Martin Orgee), located in Kidderminster, West Midlands, United Kingdom for approximately $1,600,000 in cash. Martin Orgee distributes a line of plumbing and heating products to the wholesale, commercial and OEM markets in the United Kingdom and Southern Ireland. Martin Orgee also assembles pumping groups for under-floor radiant heat systems.
The acquisitions above have been accounted for utilizing the purchase method of accounting. The pro-forma results have not been displayed, as the combined results of acquired companies are not significant to our consolidated financial position or results of operation.
Results of Operations
Second Quarter Ended June 27, 2004 Compared to Second Quarter Ended June 29, 2003
Net Sales. Our business is reported in three geographic segments: North America, Europe and China. Our net sales in each of these segments for each of the second quarters ended 2004 and 2003 were as follows:
Second Quarter EndedJune 27, 2004
Second Quarter EndedJune 29, 2003
% Change toConsolidatedNet Sales
Net Sales
% Sales
Change
North America
67.9
%
68.1
26,360
15.2
28.7
28.9
10,752
6.2
3.4
3.0
2,070
1.2
100
39,182
22.6
The increase in consolidated net sales is attributable to the following:
% Change
Internal growth
19,069
11.0
Foreign exchange
3,074
1.8
Acquisitions
11,299
6.5
Other - FIN 46R
5,740
3.3
The increase in net sales in North America is attributable to the following:
% Changeto SegmentNet Sales
14,300
8.3
12.1
204
0.1
0.2
Acquisition
6,116
3.5
5.2
Other – FIN 46R
4.8
22.3
The internal growth in net sales in North America is due to increased unit sales into both the wholesale and DIY markets. Our wholesale market for the second quarter of 2004, excluding the acquisitions of Orion and Flowmatic sales, grew by 12.6% compared to the second quarter of 2003, primarily due to increased sales of backflow preventor units, as well as in our plumbing and under-floor radiant heating product lines. Our sales into the North American DIY market for the second quarter of 2004, excluding Jameco International LLC (Jameco) sales, increased by 11.4% compared to the second quarter of 2003 primarily due to increased sales of our brass and tubular products.
The increase in net sales due to foreign exchange in North America is due to the Canadian dollar appreciating against the U.S. dollar. We cannot predict whether the Canadian dollar will continue to appreciate against the U.S. dollar in future periods or whether future foreign exchange rate fluctuations will have a positive or negative impact on our net sales.
The acquired growth in net sales in North America is due to the inclusion of net sales of Flowmatic, acquired on January 5, 2004 and Orion, acquired on May 21, 2004. We expect these acquisitions to have a positive impact on sales for the remainder of the year.
Included in “Other FIN-46R” for North America are sales of $5,740,000 from Jameco. In October 2003, we determined that our 49% minority interest in Jameco qualified as a variable interest in a variable interest entity under Financial Accounting Standards Board Interpretation No. 46 “Consolidation of Variable Interest Entities – Revised” (FIN 46R) and, as we are considered the primary beneficiary, the results of Jameco are consolidated into our North American results.
The increase in net sales in Europe is attributable to the following:
% Change toSegmentNet Sales
2,699
1.5
5.4
2,870
1.7
5.7
5,183
10.3
21.4
The internal growth in net sales in Europe is primarily attributable to market share gains in the European wholesale markets.
The increase in net sales due to foreign exchange in Europe is primarily due to the appreciation of the euro against the U.S. dollar. We cannot predict whether the euro will continue to appreciate against the U.S. dollar in future periods or whether future foreign exchange rate fluctuations will have a positive or negative impact on our net sales.
The acquired growth in net sales in Europe is due to the inclusion of the net sales of Anello, acquired on July 30, 2003 and TEAM, acquired on April 16, 2004.
The increase in net sales in China of $2,070,000 is primarily attributable to an adjustment of $2,200,000 made in the second quarter of 2003 for previously recorded sales at our TWT joint venture located in Tianjin, China.
Gross Profit. Gross profit for the second quarter of 2004 increased $17,824,000, or 30.4%, compared to the second quarter of 2003. The increase in gross profit is attributable to the following:
11,718
20.0
991
4,391
7.5
1.3
Other – Restructuring
(37
(0.1
)%
17,824
30.4
The internal growth is primarily due to a $9,055,000 increase in internal gross profit in the North American segment. This increase is primarily due to an improved sales mix due to increased sales volume in the North American wholesale market, which generally has higher gross margins than the North American retail market, and to benefits resulting from our completed manufacturing restructuring projects and outsourcing. The European segment increased internal gross profit by $1,677,000, primarily due to sales growth with European wholesale customers and to benefits resulting from our completed manufacturing restructuring projects. The China segment increased gross profit by $1,091,000 primarily due to increased sales volumes and improved manufacturing efficiencies at our wholly owned manufacturing plant in Tianjin. The increase in gross profit from foreign exchange is primarily due to the appreciation of the euro and Canadian dollar against the U.S. dollar. The increase in gross profit from acquisitions is primarily due to the inclusion of gross profit from Orion, TEAM, Flowmatic, and Anello.
Selling, General and Administrative Expenses. Selling, general and administrative expenses, or SG&A expense, for the second quarter of 2004 increased $9,772,000, or 23.2%, compared to the second quarter of 2003. The increase in SG&A expense is attributable to the following:
6,313
15.0
629
1,868
4.4
962
2.3
9,772
23.2
The internal increase in SG&A expense is primarily due to increased variable selling expenses due to increased sales volume and costs incurred for compliance with the Sarbanes-Oxley Act (SOX). Variable selling expense consists primarily of commissions and freight expenses. For the second quarter of 2004, commission expense and selling expense were approximately 4.3% and 11.5%, respectively, of sales. These expense percentages are consistent with the comparable quarter and six month period in 2003, as we expect these costs to move relative to our sales volume. For the second quarter of 2004, we recorded approximately $1,400,000 for SOX related expenses. We currently estimate an additional $1,200,000 of costs associated with SOX in the second half of 2004, with some of the major components not yet estimable. Our SG&A expense as a percent of sales for the second quarter of 2004 remained relatively constant at 24.4% compared to 24.3% in the same period in 2003.
Operating Income. Operating income by geographic segment for each of the second quarters ended 2004 and 2003 were as follows:
% Change toConsolidatedOperatingIncome
5,379
32.9
3,682
22.5
1,098
6.7
Corporate
(1,993
(12.2
8,166
49.9
The increase in operating income is attributable to the following:
5,405
33.1
362
2.2
2,523
15.4
(201
(1.2
77
0.4
The increase in operating income in North America is attributable to the following:
% Change toConsolidatedOperating Income
% Change toSegmentOperating Income
5,173
31.7
30.8
29
890
5.3
(512
(3.2
(3.1
32.0
The internal growth is due to our increased gross profit in the wholesale market partially offset by increased net SG&A expense. In 2004, we have experienced raw material cost increases that we have been able to recover by implementing price increases in some of our products. For the second quarter of 2004, we recorded $560,000 for costs associated with our manufacturing restructuring plan compared to $48,000 in the second quarter of 2003. In the second quarter of 2004, we reevaluated our manufacturing restructuring plan, primarily due to increased sales volume. As a result, we postponed the expected closure date of a U.S. manufacturing plant and have extended the estimated useful lives of certain manufacturing equipment due to revised production requirements. We now expect to record an additional $1,400,000 in the second half of 2004 for manufacturing restructuring expenses, which is a reduction of approximately $2,000,000 from our original estimate. The acquired growth is due to the inclusion of operating income from Orion and Flowmatic.
The increase in operating income in Europe is attributable to the following:
1,127
6.9
26.1
333
2.0
7.7
1,633
10.0
37.9
Other –Restructuring
589
3.6
13.7
85.4
The internal growth is primarily due to increased gross profit from the increased sales volume in the wholesale market partially offset by increased SG&A expense. We did not record any manufacturing restructuring or other costs in the second quarter of 2004 compared to $589,000 for the comparable period in 2003. We do not anticipate recording any additional manufacturing restructuring costs in 2004 for our European operations. The increase in operating income from foreign exchange is primarily due to the appreciation of the euro against the U.S. dollar. We cannot predict whether the euro will continue to appreciate against the U.S. dollar in future periods or whether future foreign exchange rate fluctuations will have a positive or negative impact on our operating income. The acquired growth is due to the inclusion of operating income from TEAM and Anello.
The increase in China of $1,098,000 is attributable to internal growth primarily due to increased sales volumes and improved manufacturing efficiencies associated with our wholly-owned manufacturing plant in Tianjin, which in 2003 was in a start up phase.
The decrease in Corporate of $1,993,000 is primarily attributable to costs incurred for compliance with SOX.
Interest Expense. Interest expense for the second quarter of 2004 decreased $36,000, or 1.3%, compared to the second quarter of 2003, primarily due to the elimination of amortization from our interest rate swap and increased amounts of indebtedness on our senior notes partially offset by decreased indebtedness in the U.S. revolving credit facility. On September 1, 2001, we entered into an interest rate swap with respect to our $75,000,000 8 3/8% notes due December 2003. The swap converted the interest from fixed to floating. On August 5, 2002, we sold the swap and received $2,315,000 in cash. For the second quarter of 2003, we reduced interest expense by $393,000 by amortizing the adjustment to the fair value of the swap. The amortization of the swap was completed upon repayment of the $75,000,000 8 3/8% notes on December 1, 2003. On May 15, 2003, we refinanced our $75,000,000 8 3/8% notes with proceeds from the issuance of $125,000,000 senior notes.
On July 1, 2003, we entered into an interest rate swap for a notional amount of €25,000,000 outstanding on our Revolving Credit Facility. We swapped the variable rate from the Revolving Credit Facility, which is three month EURIBOR plus 0.7%, for a fixed rate of 2.3%. For the second quarter of 2004, the EURIBOR rate has not fluctuated materially and the impact of swap was immaterial to the overall interest expense.
Income Taxes. Our effective tax rate for continuing operations for the second quarter of 2004 decreased to 36.0% from 37.5% for the second quarter of 2003. The decrease is primarily due to a higher percentage of earnings coming from our European operations that have a lower effective tax rate than our overall average. Also, our China operations are generating lower taxed earnings in the second quarter of 2004 versus generating losses for which we could not take a tax benefit in the second quarter of 2003.
Income From Continuing Operations. Income from continuing operations for the second quarter of 2004 increased $5,345,000, or 61.6%, to $14,025,000 or $0.43 per common share, from $8,680,000 or $0.32 per common share, for the second quarter of 2003, in each case, on a diluted basis. The appreciation of the euro against the U.S. dollar resulted in a positive impact on income from continuing operations of $0.01 per share for the second quarter of 2004 compared to the comparable period last year. We cannot predict whether the euro will continue to appreciate against the U.S. dollar in future periods or whether future foreign exchange rate fluctuations will have a positive or negative impact on our net income. Income from continuing operations for the second quarter of 2004 and 2003 includes costs incurred for our manufacturing restructuring plan of $344,000, or $0.01 per share and $399,000, or $0.01 per share, respectively.
Loss From Discontinued Operations. We recorded a charge net of tax to discontinued operations for the second quarter of 2004 of $72,000, or ($0.00) per common share and $574,000, or ($0.02) per common share, for the second quarter of 2003, in each case, on a diluted basis. These charges are attributable to legal fees associated with the James Jones litigation, as described in Part I, Item 1. “Business-Product Liability, Environmental and Other Litigation Matters” in our Annual Report on Form 10-K for the year ended December 31, 2003.
Six Months Ended June 27, 2004 Compared to Six Months Ended June 29, 2003
Net Sales. Our business is reported in three geographic segments: North America, Europe and China. Our net sales in each of these segments for each of the six months ended 2004 and 2003 were as follows:
Six Months EndedJune 27, 2004
Six Months EndedJune 29, 2003
67.0
39,025
11.5
30.0
29.2
22,116
2.7
2,995
0.9
64,136
18.9
24,544
7.2
11,894
17,321
5.1
10,377
3.1
17,957
7.8
1,153
0.3
0.5
9,538
2.8
4.1
4.5
16.9
The internal growth in net sales in North America is primarily due to increased unit sales into both the wholesale and DIY markets. Our wholesale market for the six months of 2004, excluding the acquisitions of Flowmatic and Orion sales, grew by 9.5% compared to the six months of 2003 primarily due to increased sales of backflow prevention units and in our plumbing and under-floor radiant heating product lines. Our sales into the North American DIY market for the six months of 2004, excluding Jameco sales, increased by 5.1% compared to the six months of 2003.
Included in “Other-FIN 46R” for North America are sales of $10,377,000 from Jameco. In October 2003, we determined that our 49% minority interest in Jameco qualified as a variable interest in a variable interest entity under Financial Accounting Standards Board Interpretation No. 46 “Consolidation of Variable Interest Entities – Revised” (FIN 46R) and, as we are considered the primary beneficiary, the results of Jameco are consolidated into our North American results.
3,592
1.0
10,741
3.2
10.9
7,783
7.9
22.4
The internal growth in net sales in Europe is primarily due to increased sales into the European OEM market and market share gains in the European wholesale markets.
The acquired growth in net sales in Europe is due to the inclusion of the net sales of Martin Orgee, acquired on April 18, 2003, Anello, acquired on July 30, 2003 and TEAM, acquired on April 16, 2004.
The increase in net sales in China of $2,995,000 is primarily attributable to an adjustment of $2,200,000 made in the second quarter of 2003 for previously recorded sales at our TWT joint venture located in Tianjin, China and to internal growth primarily due to increased domestic shipments at Shida located in Taizhou, China.
Gross Profit. Gross profit for the six months of 2004 increased $27,875,000, or 24.4%, compared to the six months of 2003. The increase in gross profit is attributable to the following:
16,697
14.6
3,807
6,475
1,664
(768
(0.7
27,875
24.4
The internal growth is primarily due to a $12,469,000 increase in internal gross profit in the North American segment. This increase is primarily due to improved sales mix due to increased sales volume in the North American wholesale market, which typically generates higher gross margins than the North American retail market and to benefits resulting from our completed manufacturing restructuring projects and outsourcing. The European segment increased internal gross profit by $2,865,000 primarily due to sales growth with European OEM and wholesale customers and to benefits resulting from our completed manufacturing restructuring projects. The China segment increased gross profit by $1,570,000 primarily due to increased sales volumes and improved manufacturing efficiencies at our wholly owned manufacturing plant in Tianjin. The increase in gross profit from foreign exchange is primarily due to the appreciation of the euro and Canadian dollar against the U.S. dollar. The increase in gross profit from acquisitions is primarily due to the inclusion of gross profit from Orion, TEAM, Flowmatic, Martin Orgee and Anello.
The increase in gross profit was partially offset by increased manufacturing restructuring and other costs. For the six months of 2004 we charged $1,737,000 of accelerated depreciation to cost of sales compared to $969,000 of accelerated depreciation and other costs for the six months of 2003.
Selling, General and Administrative Expenses. Selling, general and administrative expenses, or SG&A expense, for the six months of 2004 increased $15,899,000, or 19.4%, compared to the six months of 2003. The increase in SG&A expense is attributable to the following:
8,775
10.7
2,382
2.9
2,933
1,809
15,899
19.4
The internal increase in SG&A expense is primarily due to increased variable selling expenses due to increased sales volume and costs incurred for compliance with SOX partially offset by a reserve reduction due to a favorable ruling in one of our legal cases. For the six months of 2004, commission expense and selling expense were approximately 4.3% and 11.7%, respectively, of sales. These expense percentages are consistent with the comparable period in 2003, as we expect these costs to move relative to our sales volume. For the six months of 2004, we recorded approximately $1,800,000 for SOX related expenses. We currently estimate an additional $1,200,000 of costs associated with SOX in the second half of 2004, with some of the major components not yet estimable. Our SG&A expense as a percent of sales for the six months of 2004 remained relatively constant at 24.3% compared to 24.2% for the same period in 2003.
Operating Income. Operating income by geographic segment for each of the six months ended 2004 and 2003 were as follows:
6,707
20.8
6,267
1,123
(2,007
(6.2
12,090
37.5
7,922
24.6
1,425
3,542
(145
(0.5
(654
(2.0
6,942
21.5
21.7
161
1,383
4.3
(1,634
(5.0
(5.1
20.9
The internal growth is due to our increased gross profit in the wholesale market, benefits resulting from our completed manufacturing restructuring projects and outsourcing, partially offset by increased net SG&A expense. In 2004, we have experienced raw material cost increases that we have been able to recover by implementing price increases in some of our products. For the six months of 2004, we recorded $1,737,000 for costs associated with our manufacturing restructuring plan compared to $103,000 for the six months
of 2003. In the second quarter of 2004, we reevaluated our manufacturing restructuring plan, primarily due to increased sales volume. As a result, we postponed our expected closure date of a U.S. manufacturing plant and have extended the estimated useful lives of certain manufacturing equipment due to revised production requirements. We now expect to record an additional $1,400,000 on the second half of 2004 for manufacturing restructuring expenses, which is reduction of approximately $2,000,000 from our original estimate. The acquired growth is due to the inclusion of operating income from Orion and Flowmatic.
1,864
5.8
20.3
1,264
3.9
13.8
2,159
23.5
980
68.3
The internal growth is primarily due to increased gross profit from the increased sales volume in the OEM and wholesale market and to benefits resulting from our previous manufacturing restructuring projects, partially offset by increased SG&A expense. We did not record any manufacturing restructuring or other costs for the six months of 2004 compared to $980,000 for the comparable period in 2003. We do not anticipate recording any additional manufacturing restructuring costs in 2004 for our European operations. The increase in operating income from foreign exchange is primarily due to the appreciation of the euro against the U.S. dollar. We cannot predict whether the euro will continue to appreciate against the U.S. dollar in future periods or whether future foreign exchange rate fluctuations will have a positive or negative impact on our operating income.
The increase in China of $1,123,000 is attributable to internal growth primarily due to increased sales volumes and improved manufacturing efficiencies associated with our wholly-owned manufacturing plant in Tianjin, which in 2003 was in a start up phase.
The decrease in Corporate of $2,007,000 is primarily attributable to costs incurred for compliance with SOX.
Interest Expense. Interest expense increased $449,000, or 9.2%, for the six months of 2004 compared to the six months of 2003, primarily due to the elimination of amortization from our interest rate swap and increased amounts of indebtedness on our senior notes partially offset by decreased indebtedness in the U.S. revolving credit facility. On September 1, 2001, we entered into an interest rate swap with respect to our $75,000,000 8 3/8% notes due December 2003. The swap converted the interest from fixed to floating. On August 5, 2002, we sold the swap and received $2,315,000 in cash. For the six months of 2003, we reduced interest expense by $786,000 by amortizing the adjustment to the fair value of the swap. The amortization of the swap was completed upon repayment of the $75,000,000 8 3/8% notes on December 1, 2003. On May 15, 2003, we refinanced our $75,000,000 8 3/8% notes with proceeds from the issuance of $125,000,000 senior notes.
On July 1, 2003, we entered into an interest rate swap for a notional amount of €25,000,000 outstanding on our Revolving Credit Facility. We swapped the variable rate from the Revolving Credit Facility, which is three month EURIBOR plus 0.7%, for a fixed rate of 2.3%. For the six months of 2004, the EURIBOR rate has not fluctuated materially and the impact of swap was immaterial to the overall interest expense.
Income Taxes. Our effective tax rate for continuing operations for the six months of 2004 decreased to 36.6% from 36.9% for the six months of 2003. The decrease is primarily due to a higher percentage of earnings coming from our European operations that have a lower effective tax rate than our overall average. Also, our China operations are generating lower losses for the six months of 2004 versus generating larger losses for which we could not take a tax benefit in the six months of 2003.
Income From Continuing Operations. Income from continuing operations for the six months of 2004 increased $7,433,000, or 42.2%, to $25,049,000 or $0.77 per common share, from $17,616,000 or $0.65 per common share, for the six months of 2003, in each case, on a diluted basis. The appreciation of the euro against the U.S. dollar resulted in a positive impact on income from continuing operations of $0.02 per share for the six months of 2004 compared to the comparable period last year. We cannot predict whether the euro will continue to appreciate against the U.S. dollar in future periods or whether future foreign exchange rate fluctuations will have a positive or negative impact on our net income. Income from continuing operations for the six months of 2004 and 2003 includes costs incurred for our manufacturing restructuring plan of $1,068,000, or $0.03 per share and $676,000, or $0.03 per share, respectively.
Loss From Discontinued Operations. We recorded a charge net of tax to discontinued operations for the six months of 2004 of $95,000, or ($0.00) per common share and $2,900,000, or ($0.11) per common share, for the six months of 2003, in each case, on a diluted basis. These charges are attributable to legal fees associated with the James Jones litigation, as described in Part I, Item 1. “Business-Product Liability, Environmental and Other Litigation Matters” in our Annual Report on Form 10-K for the year ended December 31, 2003.
Liquidity and Capital Resources
We used $11,943,000 of cash to fund continuing operations for the first six months of 2004. We experienced an increase in accounts receivable in North America, Europe and China. The North America increase is primarily due to increased sales volume and timing of certain cash receipts from certain large customers. The European and China increase is primarily due to increased sales volume. Additionally, we experienced an increase in inventories in North America, Europe and China. The North America increase is primarily due to an increased backlog, planned increases in finished goods as we set up additional distribution centers and a lengthened supply chain as we are producing more products abroad. The Europe increase is primarily due to increased finished goods to support the delivery requirements of OEM customers in Europe. The China increase is primarily attributable to increased sales volume. The increases in accounts receivable and inventory were partially offset by increased payables in our European and Chinese segments.
We used $80,124,000 of net cash for investing activities for the first six months of 2004. We invested $11,449,000 in capital equipment. Capital expenditures were primarily for manufacturing machinery and equipment as part of our ongoing commitment to improve our manufacturing capabilities. We expect to invest approximately $18,500,000 in capital equipment in 2004. We received $1,791,000 of proceeds primarily from a sale of one of our North American manufacturing facilities in which we have entered in a sale lease back. Our business acquisitions, net of cash consisted of $16,760,000 for the assets of Flowmatic, $5,500,000 for the 40% equity interest in Shida that had been held by our former joint venture partner, $16,530,000 for the TEAM acquisition, $3,750,000 of debt paid to the former shareholders of Hunter Innovations, and $27,760,000 for the Orion acquisition.
We generated $12,936,000 of net cash from financing activities for the first six months of 2004 primarily from net proceeds from indebtedness in Europe on the revolving credit facility primarily to fund the TEAM acquisition.
Our revolving credit facility with a syndicate of banks (the Revolving Credit Facility) provides for borrowings of up to $150,000,000 which includes a $75,000,000 tranche for euro-based borrowings and matures in February 2005. The Revolving Credit Facility is being used to support our acquisition program, working capital requirements and for general corporate purposes. As of June 27, 2004, current portion of long-term debt included $61,459,000 outstanding on the Revolving Credit Facility for euro-based borrowings and no amounts were outstanding for U.S. dollar borrowings.
Outstanding indebtedness under the Revolving Credit Facility bears interest at a rate determined by the type (currency) of loan plus an applicable margin determined by our debt rating, depending on the applicable base rate and our bond rating. The average interest rate for borrowings under the Revolving Credit Facility was approximately 2.8% at June 27, 2004. We have $88,541,000 of unused and available revolving credit at June 27, 2004. The Revolving Credit Facility includes operational and financial covenants customary for facilities of this type, including, among others, restrictions on additional indebtedness, liens and investments and maintenance of certain leverage ratios. At June 27, 2004, we were in compliance with all covenants related to the Revolving Credit Facility.
Effective July 1, 2003, we entered into an interest rate swap for a notional amount of €25,000,000 outstanding under our Revolving Credit Facility. We swapped the variable rate from the Revolving Credit Facility that is three month EURIBOR plus 0.7% for a fixed rate of 2.3%. The term of the swap is two years. We have designated the swap as a hedging instrument using the cash flow method. The swap hedges the cash flows associated with interest payments on the first €25,000,000 of our Revolving Credit Facility. We mark to market the changes in value of the swap through other comprehensive income. Any ineffectiveness has been recorded in income. For the six months of 2004, we recorded a change of $69,000 other comprehensive income for the decrease in the fair value of the swap.
We generated $6,573,000 of net cash from discontinued operations, net of the impact of deferred taxes, for the first six months of 2004. We received $11,000,000 in cash for reimbursement on a partial settlement and $469,000 in cash as an indemnification payment for settlement costs we incurred in the James Jones case. This cash has been recorded as a liability at June 27, 2004 because of the possibility that we might have to reimburse the insurance company if it is ultimately successful with a future appeal. We also received $874,000 in cash for reimbursement of defense costs related to the James Jones case. We paid $1,050,000 for defense costs and $448,000 for indemnity costs we incurred in the James Jones case.
Working capital (defined as current assets less current liabilities) as of June 27, 2004 was $225,903,000 compared to $308,135,000 as of December 31, 2003. This decrease is primarily due to classification of our outstanding indebtedness on our Revolving Credit Facility, which matures in February 2005, as current. The ratio of current assets to current liabilities was 1.9 to 1 as of June 27, 2004 compared to 2.8 to 1 as of December 31, 2003. Cash and cash equivalents were $76,128,000 as of June 27, 2004 compared to $149,361,000 as of December 31, 2003. This decrease in cash is due to cash paid for acquisitions, increased working capital requirements, and capital expenditures.
We anticipate that available funds from current operations, existing cash and other sources of liquidity will be sufficient to meet current operating requirements and anticipated capital expenditures for at least the next 12 months. However, we may have to
consider external sources of financing for any large future acquisitions. Our current Revolving Credit Facility expires in February 2005. We are currently awaiting final commitments from a syndication of banks with the intention of structuring a new credit facility in the second half of 2004.
Our long-term contractual obligations as of June 27, 2004 are presented in the following table:
Payments Due by Period
Contractual Obligations
Less than1 year
1-3 years
3-5 years
More than5 years
Long-term debt obligations, including current maturities
203,131
4,807
876
125,800
Operating lease obligations
10,461
1,191
4,606
2,871
1,793
Capital lease obligations
1,429
602
707
120
215,021
73,441
10,120
3,867
127,593
We maintain letters of credit that guarantee our performance or payment to third parties in accordance with specified terms and conditions. Amounts outstanding were approximately $38,800,000 as of June 27, 2004 and $29,880,000 as of December 31, 2003. Our letters of credit are primarily associated with insurance coverage and to a lesser extent foreign purchases. Our letters of credit generally expire within one year of issuance. The increase is primarily associated with insurance coverage. These instruments may exist or expire without being drawn down. Therefore, they do not necessarily represent future cash flow obligations.
Application of Critical Accounting Policies and Key Estimates
The preparation of our consolidated financial statements in accordance with U.S. GAAP requires management to make judgments, assumptions and estimates that affect the amounts reported. A critical accounting estimate is an assumption about highly uncertain matters and could have a material effect on the consolidated financial statements if another, also reasonable, amount were used, or, a change in the estimate is reasonably likely from period to period. We base our assumptions on historical experience and on other estimates that we believe are reasonable under the circumstances. Actual results could differ significantly from these estimates. There were no changes in accounting policies or significant changes in accounting estimates during the first six months of 2004.
We have discussed the development, selection and disclosure of the estimates with the Audit Committee. Management believes the following critical accounting policies reflect its’ more significant estimates and assumptions.
Revenue recognition
We recognize revenue when all of the following criteria are met: (1) we have entered into a binding agreement, (2) the product has shipped and title has passed, (3) the sales price to the customer is fixed or is determinable and (4) collectibility is reasonably assured. We recognize revenue based upon a determination that all criteria for revenue recognition have been met, which, based on the majority of our shipping terms, is considered to have occurred upon shipment of the finished product. Some shipping terms require the goods to be received by the customer before title passes. In those instances, revenues are not recognized until the customer has received the goods. We record estimated reductions to revenue for customer returns and allowances and for customer programs. Provisions for returns and allowances are made at the time of sale, derived from historical trends and form a portion of the allowance for doubtful accounts. Customer programs, which are primarily annual volume incentive plans, allow customers to earn credit for attaining agreed upon purchase targets from us. We record customer programs as an adjustment to net sales.
Allowance for doubtful accounts
The allowance for doubtful accounts is established to represent our best estimate of the net realizable value of the outstanding accounts receivable. The development of our allowance for doubtful accounts varies by region but in general is based on a review of past due amounts, historical write-off experience, as well as aging trends affecting specific accounts and general operational factors affecting all accounts. In North America, management specifically analyzes individual accounts receivable and establishes specific reserves against financially troubled customers. In addition, factors are developed utilizing historical trends in bad debts, returns and allowances. The ratio of these factors to sales on a rolling twelve-month basis is applied to total outstanding receivables (net of accounts specifically identified) to establish a reserve. In Europe, management develops their bad debt allowance through an aging analysis of all their accounts. In China, where payment terms are generally extended, we reserve all accounts receivable in excess of one year from the invoice date and specifically reserve for identified uncollectible accounts receivable less than one year old.
We uniformly consider current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. We also aggressively monitor the credit worthiness of our largest customers, and periodically review customer credit limits to reduce risk. If circumstances relating to specific customers change or unanticipated changes occur in the general business environment, our estimates of the recoverability of receivables could be further adjusted.
Inventory valuation
Inventories are stated at the lower of cost or market with costs generally determined on a first-in first-out basis. We utilize both specific product identification and historical product demand as the basis for determining our excess or obsolete inventory reserve. We identify all inventories that exceed a range of one to three years in sales. This is determined by comparing the current inventory balance against unit sales for the trailing twelve months. New products added to inventory within the past twelve months are excluded from this analysis. A portion of our products contain recoverable materials, therefore the excess and obsolete reserve is established net of any recoverable amounts. Changes in market conditions, lower than expected customer demand or changes in technology or features could result in additional obsolete inventory that is not saleable and could require additional inventory reserve provisions.
In certain countries, additional inventory reserves are maintained for potential losses experienced in the manufacturing process. The reserve is established based on the prior year’s inventory losses adjusted for any change in the gross inventory balance.
Goodwill and other intangibles
We adopted Financial Accounting Standards Board Statement No. 142 “Goodwill and Other Intangible Assets” (FAS 142) on January 1, 2002, and as a result we no longer amortize goodwill. Goodwill and intangible assets with indefinite lives are tested annually for impairment in accordance with the provisions of FAS 142. We use judgment in assessing whether assets may have become impaired between annual impairment tests. We perform our annual test for indications of goodwill impairment on the last day of our fiscal October, which will be October 24 for fiscal 2004 or sooner if indicators exist.
Intangible assets such as purchased technology are generally recorded in connection with a business acquisition. In our larger, more complex acquisitions, the value assigned to intangible assets is determined by an independent valuation firm based on estimates and judgments regarding expectations of the success and life cycle of products and technology acquired.
It has been two years since adoption, and for both years our valuations have been greater than the carrying value of our goodwill and intangibles. While we believe that our estimates of future cash flows are reasonable, different assumptions regarding such factors as future sales volume, selling price changes, material cost changes, cost savings programs and capital expenditures could significantly affect our valuations. Other changes that may affect our valuations include, but are not limited to product acceptances and regulatory approval. If actual product acceptance differs significantly from the estimates, we may be required to record an impairment charge to write down the assets to their realizable value. A severe decline in market value could result in an unexpected impairment charge to goodwill, which could have a material impact on the results of operations and financial position.
Product liability and workers compensation costs
Because of retention requirements associated with our insurance policies, we are generally self-insured for potential product liability claims and for workers’ compensation costs associated with workplace accidents. For product liability cases in the U.S., management estimates expected settlement costs by utilizing stop loss reports provided by our third party administrators as well as developing internal historical trend factors based on our specific claims experience. Prior to 2003, we used insurance carrier trend factors to determine our product liability reserves. However, we determined circumstances inherent in those trends were not necessarily indicative of our own circumstances regarding our claims. Management believes the internal trend factors will more accurately reflect final expected settlement costs. In other countries, we maintain insurance coverage with relatively high deductible payments, as product liability claims tend to be smaller than those experienced in the U.S. Changes in the nature of claims or the actual settlement amounts could affect the adequacy of this estimate and require changes to the provisions.
Workers compensation liabilities in the U.S. are recognized for claims incurred (including claims incurred but not reported) and for changes in the status of individual case reserves. At the time a workers’ compensation claim is filed, a liability is estimated to settle the claim. The liability for workers’ compensation claims is determined based on management’s estimates of the nature and severity of the claims and based on analysis provided by third party administrators and by various state statutes and reserve requirements. We have developed our own trend factors based on our specific claims experience. In other countries where workers compensation costs are applicable, we maintain insurance coverage with limited deductible payments. Because the liability is an estimate, the ultimate liability may be more or less than reported.
We maintain excess liability insurance with outside insurance carriers to minimize our risks related to catastrophic claims in excess of all self-insured positions. Any material change in the aforementioned factors could have an adverse impact on our operating results.
Legal contingencies
We are a defendant in numerous legal matters including those involving environmental law and product liability as discussed further in Note 15 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended
December 31, 2003. As required by Financial Accounting Standards Board Statement No. 5 “Accounting for Contingencies” (FAS 5), we determine whether an estimated loss from a loss contingency should be accrued by assessing whether a loss is deemed probable and the loss amount can be reasonably estimated, net of any applicable insurance proceeds. Estimates of potential outcomes of these contingencies are developed in consultation with outside counsel. While this assessment is based upon all available information, litigation is inherently uncertain and the actual liability to fully resolve this litigation cannot be predicted with any assurance of accuracy. Final settlement of these matters could possibly result in significant effects on our results of operations, cash flows and financial position.
Pension benefits
We account for our pension plans in accordance with Financial Accounting Standards Board Statement No. 87 “Employers Accounting for Pensions” (FAS 87). In applying FAS 87, assumptions are made regarding the valuation of benefit obligations and the performance of plan assets. The primary assumptions are as follows:
• Weighted average discount rate—this rate is used to estimate the current value of future benefits. This rate is adjusted based on movement in long-term interest rates.
• Expected long-term rate of return on assets—this rate is used to estimate future growth in investments and investment earnings. The expected return is based upon a combination of historical market performance and anticipated future returns for a portfolio reflecting the mix of equity, debt and other investments indicative of our plan assets.
• Rates of increase in compensation levels—this rate is used to estimate projected annual pay increases, which are used to determine the wage base used to project employees’ pension benefits at retirement.
We determine these assumptions based on consultation with outside actuaries and investment advisors. Any variance in the above assumptions could have a significant impact on future recognized pension costs, assets and liabilities.
Income taxes
We estimate and use our expected annual effective income tax rates to accrue income taxes. Effective tax rates are determined based on budgeted earnings before taxes including our best estimate of permanent items that will impact the effective rate for the year. Management periodically reviews these rates with outside tax advisors and changes are made if material discrepancies from expectations are identified.
We recognize deferred taxes for the expected future consequences of events that have been reflected in the consolidated financial statements in accordance with the rules of Financial Accounting Standards Board Statement No. 109 “Accounting for Income Taxes” (FAS 109). Under FAS 109, deferred tax assets and liabilities are determined based on differences between the book values and tax bases of particular assets and liabilities, using tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided to offset any net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. We consider estimated future taxable income and ongoing prudent tax planning strategies in assessing the need for a valuation allowance.
This report includes statements which are not historical facts and are considered forward looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Watts Water Technologies’ current views about future results of operations and other forward-looking information. In some cases you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or similar words. You should not rely on forward-looking statements because Watts’ actual results may differ materially from those indicated by these forward-looking statements as a result of a number of important factors. These factors include, but are not limited to, the following: loss of market share through competition, introduction of competing products by other companies, pressure on prices from competitors, suppliers, and/or customers, failure to expand our markets through acquisitions, failure or delay in developing new products, lack of acceptance of new products, failure to manufacture products that meet required performance and safety standards, foreign exchange rate fluctuations, cyclicality of industries, such as plumbing and heating wholesalers and home improvement retailers, in which the Company markets certain of its products, reductions in the supply of raw materials, increases in the prices of raw materials, economic factors, such as the levels of housing starts and remodeling, impacting the markets where the Company’s products are sold, manufactured, or marketed, environmental compliance costs, product liability risks, the results and timing of the Company’s manufacturing restructuring plan, changes in the status of current litigation, including the James Jones case, and other risks and uncertainties discussed under the heading “Certain Factors Affecting Future Results” in the Watts Water Technologies, Inc. Annual Report on Form 10-K for the year ended December 31, 2003 filed with the Securities Exchange Commission and other reports Watts files from time to time with the Securities and Exchange Commission.
We use derivative financial instruments primarily to reduce exposure to adverse fluctuations in foreign exchange rates, interest rates and costs of certain raw materials used in the manufacturing process. We do not enter into derivative financial instruments for trading purposes. As a matter of policy, all derivative positions are used to reduce risk by hedging underlying economic exposure. The derivatives we use are instruments with liquid markets.
Our consolidated earnings, which are reported in United States dollars are subject to translation risks due to changes in foreign currency exchange rates. This risk is concentrated in the exchange rate between the U.S. dollar and the euro; the U.S. dollar and the Canadian dollar; and the U.S. dollar and the Chinese RMB.
Our foreign subsidiaries transact most business, including certain intercompany transactions, in foreign currencies. Such transactions are principally purchases or sales of materials and are denominated in European currencies or the U.S. or Canadian dollar. We use foreign currency forward contracts and options to manage the risk related to intercompany purchases that occur during the course of a year and certain open foreign currency denominated commitments to sell products to third parties. For the second quarter and six months ended June 27, 2004, we recorded $55,000 in other comprehensive income for the change in the fair value of the contracts for our contracts in our Canadian operations.
We have historically had a very low exposure on the cost of our debt to changes in interest rates. Interest rate swaps are used to mitigate the impact of interest rate fluctuations on certain variable rate debt instruments and reduce interest expense on certain fixed rate instruments. Information about our long-term debt including principal amounts and related interest rates appears in Note 11 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2003.
We purchase significant amounts of bronze ingot, brass rod, cast iron, steel and plastic, which are utilized in manufacturing our many product lines. Our operating results can be adversely affected by changes in commodity prices if we are unable to pass on related price increases to our customers. We manage this risk by monitoring related market prices, working with our suppliers to achieve the maximum level of stability in their costs and related pricing, seeking alternative supply sources when necessary and passing increases in commodity costs to our customers, to the maximum extent possible, when they occur. Additionally, on a limited basis, we use commodity futures contracts to manage this risk, but we did not in the second quarter or six months of 2004.
Item 4. Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures. In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating and implementing possible controls and procedures. The effectiveness of our disclosure controls and procedures is necessarily limited by the staff and other resources available to us and, although we have designed our disclosure controls and procedures to address the geographic diversity of our operations, this diversity inherently may limit the effectiveness of those controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective, in that they provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There was no change in our internal control over financial reporting that occurred during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. In connection with these rules, we will continue to review and document our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.
Item l. Legal Proceedings
As disclosed in Part I, Item 1, “Product Liability, Environmental and Other Litigation Matters” of our Annual Report on Form 10-K for the year ended December 31, 2003, we are a party to the litigation described as the James Jones litigation and to a purported class action lawsuit in the Maryland state court described as Other Litigation.
In the James Jones litigation, on July 27, 2004, the California Superior Court granted our motion for summary adjudication and ordered that Zurich American Insurance Company, or Zurich, indemnify us for its settlement with the three Phase I cities. In August 2003, we had made a payment of $11,000,000 for this settlement, and in April 2004, we received $11,000,000 from Zurich, subject to Zurich’s claims for reimbursement. Zurich may appeal this decision and we have recorded this $11,000,000 as a liability. This amount has been expensed to discontinued operations in prior periods.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders of the Company was held on May 5, 2004.
The results of the voting on the proposals considered at the Annual Meeting of Stockholders were as follows:
1. Election of Directors
Each of the following persons was elected as a Director of the Company for a term expiring at the Company’s 2005 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified.
The voting results were as follows:
DIRECTOR
VOTES FOR
VOTES WITHHELD
Timothy P. Horne
96,801,997
605,355
Kenneth J. McAvoy
89,113,600
8,293,752
John K. McGillicuddy
96,829,622
577,730
Gordon W. Moran
96,603,866
803,486
Daniel J. Murphy, III
96,604,866
802,486
Patrick S. O’Keefe
97,146,823
260,529
Roger A. Young
97,107,817
299,535
2. Ratification of Independent Auditors
The selection of KPMG LLP as the independent auditors of the Company for the current fiscal year was ratified and the voting results were as follows:
97,106,229 votes FOR
254,247 votes AGAINST
46,876 votes ABSTAINED
3. Approval of the Watts Water Technologies, Inc. 2004 Stock Incentive Plan
The Watts Water Technologies, Inc. 2004 Stock Incentive Plan was approved and the voting results were as follows:
84,836,859 votes FOR
10,212,536 votes AGAINST
144,665 votes ABSTAINED
2,213,292 BROKER NON-VOTES
Item 6. Exhibitsand Reports on Form 8-K
(a) The exhibits listed in the Exhibit Index are included elsewhere in this report.
(b) Reports filed on Form 8-K during the quarter ended June 27, 2004.
We furnished a Form 8-K on May 5, 2004, under Items 7 and 12, reporting that we issued a press release announcing our financial results for the year and quarter ended March 28, 2004 and furnishing the press release as an exhibit.
We filed a Form 8-K on May 7, 2004, under Item 5, reporting that Timothy P. Horne had established pre-arranged plans to sell shares of the Company’s class A common stock.
We filed a Form 8-K on May 25, 2004, under Item 5, reporting that Timothy P. Horne had established pre-arranged plans to sell shares of the Company’s class A common stock.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date:
August 6, 2004
By:
/s/ Patrick S. O’Keefe
Chief Executive Officer
/s/ William C. McCartney
William C. McCartney
Chief Financial Officer and Treasurer
Listed and indexed below are all Exhibits filed as part of this report.
Exhibit No.
Description
10.1
Watts Water Technologies, Inc. Supplemental Employees Retirement Plan as Amended and Restated Effective May 4, 2004.
11
Computation of Earnings per Share (1)
31.1
Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
31.2
Certification of Principal Financial Officer pursuant Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.
32.1
Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350.
32.2
Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350.
(1)
Incorporated by reference to Note 6 to the Notes to Consolidated Financial Statements included in this Report.