QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant To Section 13 or
15(d) of the Securities Exchange Act of 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999
or
[ ] Transition Report Pursuant To Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Transition Period From
___ to ___
Commission file number 1-5581
I.R.S. Employer Identification Number 59-0778222
WATSCO, INC.
(a Florida Corporation)
2665 South Bayshore Drive, Suite 901
Coconut Grove, Florida 33133
Telephone: (305) 714-4100
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date: 25,512,499 shares of the
Company's Common Stock ($.50 par value) and 3,193,692 shares of the Company's
Class B Common Stock ($.50 par value) were outstanding as of August 13, 1999.
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<PAGE>
PART I. FINANCIAL INFORMATION
WATSCO, INC.CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, 1999 and December 31, 1998
(In thousands, except per share data)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
--------- ---------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 7,140 $ 6,689
Accounts receivable, net 182,185 137,745
Inventories 244,703 202,592
Other current assets 10,329 11,984
Net assets of discontinued operation 11,883 11,966
--------- ---------
Total current assets 456,240 370,976
Property, plant and equipment, net 31,029 30,496
Other assets 28,242 24,237
Intangible assets, net 117,494 106,309
--------- ---------
$ 633,005 $ 532,018
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term obligations $ 1,000 $ 1,007
Accounts payable 85,043 60,742
Accrued liabilities 27,846 19,488
--------- ---------
Total current liabilities 113,889 81,237
--------- ---------
Long-term obligations:
Borrowings under revolving credit agreement 213,700 168,000
Bank and other debt 5,093 4,301
--------- ---------
Total long-term obligations 218,793 172,301
Deferred income taxes and credits 2,679 3,912
--------- ---------
Shareholders' equity:
Common Stock, $.50 par value 12,756 12,420
Class B Common Stock, $.50 par value 1,596 1,596
Paid-in capital 197,175 189,225
Unrealized gains (losses) on investments, net of tax 43 (2,962)
Unearned compensation related to
outstanding restricted stock (5,862) (5,051)
Retained earnings 91,936 79,340
--------- ---------
Total shareholders' equity 297,644 274,568
--------- ---------
$ 633,005 $ 532,018
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2 of 14
<PAGE>
WATSCO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
Quarter and Six Months Ended
June 30, 1999 and 1998
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenue $ 331,011 $ 270,853 $ 578,388 $ 443,569
Cost of sales 253,862 210,879 443,052 343,194
--------- --------- --------- ---------
Gross profit 77,149 59,974 135,336 100,375
Selling, general and administrative expenses 55,988 43,260 107,264 79,120
--------- --------- --------- ---------
Operating income 21,161 16,714 28,072 21,255
Interest expense, net 3,387 2,714 6,567 4,436
--------- --------- --------- ---------
Income from continuing operations
before income taxes 17,774 14,000 21,505 16,819
Income taxes 6,601 5,180 7,989 6,223
--------- --------- --------- ---------
Income from continuing operations 11,173 8,820 13,516 10,596
Loss on sale of discontinued operation,
net of income taxes -- (398) -- (398)
Income (loss) from discontinued operations,
net of income taxes 404 (440) 508 (291)
--------- --------- --------- ---------
Net income 11,577 7,982 14,024 9,907
Basic earnings per share:
Income from continuing operations $ 0.39 $ 0.33 $ 0.47 $ 0.40
Loss on sale of discontinued operation -- (0.01) -- (0.02)
Income (loss) from discontinued operations 0.01 (0.02) 0.02 (0.01)
--------- --------- --------- ---------
Net income $ 0.40 $ 0.30 $ 0.49 $ 0.37
========= ========= ========= =========
Diluted earnings per share:
Income from continuing operations $ 0.38 $ 0.31 $ 0.46 $ 0.38
Loss on sale of discontinued operation -- (0.01) -- (0.02)
Income (loss) from discontinued operations 0.01 (0.02) 0.02 (0.01)
--------- --------- --------- ---------
Net income $ 0.39 $ 0.28 $ 0.48 $ 0.35
========= ========= ========= =========
Weighted average shares and equivalent
shares used to calculate earnings per share:
Basic 28,704 26,696 28,652 26,459
========= ========= ========= =========
Diluted 29,580 28,346 29,554 28,053
========= ========= ========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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<PAGE>
WATSCO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 1999 and 1998
(In thousands)
(Unaudited)
1999 1998
-------- --------
Cash flows from operating activities:
Income from continuing operations $ 13,516 $ 10,596
Adjustments to reconcile income from
continuing operations to net cash used in
operating activities of continuing operations:
Depreciation and amortization 5,132 4,492
Provision for doubtful accounts 1,862 1,252
Deferred income tax benefit (33) 515
Changes in operating assets and liabilities,
net of effects of acquisitions:
Accounts receivable (36,687) (47,167)
Inventories (35,298) (20,099)
Accounts payable and accrued liabilities 27,314 31,281
Other, net 943 (2,414)
-------- --------
Net cash used in operating activities
of continuing operations (23,251) (21,544)
-------- --------
Cash flows from investing activities:
Business acquisitions, net of cash acquired (18,009) (6,163)
Capital expenditures, net (3,240) (5,713)
Purchases of marketable securities (1,042) --
-------- --------
Net cash used in investing activities
of continuing operations (22,291) (11,876)
-------- --------
Cash flows from financing activities:
Net borrowings under revolving credit agreement 45,700 35,700
Borrowings (repayments) of bank and other debt 486 (710)
Net proceeds from issuances of common stock 644 1,060
Common stock dividends (1,428) (1,224)
-------- --------
Net cash provided by financing activities
of continuing operations 45,402 34,826
-------- --------
Net cash provided by (used in) discontinued operations 591 (2,548)
-------- --------
Net increase (decrease) in cash and cash equivalents 451 (1,142)
Cash and cash equivalents at beginning of period 6,689 7,880
-------- --------
Cash and cash equivalents at end of period $ 7,140 $ 6,738
======== ========
See accompanying notes to condensed consolidated financial statements.
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<PAGE>
WATSCO, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1999
(In thousands, except share data)
(Unaudited)
1. The condensed consolidated balance sheet as of December 31, 1998, which has
been derived from the Company's audited financial statements, and the
unaudited interim condensed consolidated financial statements, have been
prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and note disclosures normally
included in the annual financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to those rules and regulations, although the Company believes the
disclosures made are adequate to make the information presented not
misleading. In the opinion of management, all adjustments necessary for a
fair presentation have been included in the condensed consolidated
financial statements herein.
2. The results of operations for the quarter and six month period ended June
30, 1999 are not necessarily indicative of the results for the year ending
December 31, 1999. The sale of the Company's products is seasonal with
revenue generally increasing during the months of May through August.
3. The preparation of financial statements in conformity with generally
accepted accounting principles 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 revenue and expenses
during the reporting period. Actual results could differ from those
estimates.
4. Basic earnings per share is computed by dividing net income by the total of
the weighted shares outstanding. Diluted earnings per share additionally
assumes any added dilution from common stock equivalents. Shares used to
calculate earnings per share are as follows:
<TABLE>
<CAPTION>
Quarter Ended June 30, Six Months Ended June 30,
------------------------- -------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted average shares outstanding 28,703,641 26,695,515 28,652,176 26,459,065
Dilutive stock options 876,074 1,650,582 901,806 1,593,453
---------- ---------- ---------- ----------
Shares for diluted earnings per share 29,579,715 28,346,097 29,553,982 28,052,518
========== ========== ========== ==========
Options outstanding which are not included
in the calculation of diluted earnings per
share because their impact is antidilutive 291,025 29,063 676,513 87,938
========== ========== ========== ==========
</TABLE>
Shares used to calculate earnings per share for the quarter and the six
months ended June 30, 1998 have been restated to include the effect of a
3-for-2 stock split paid on August 14, 1998 to shareholders of record as of
July 31, 1998.
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<PAGE>
5. In 1998, the Company adopted Statement of Financial Accounting Standards
("SFAS") No. 130, "Reporting Comprehensive Income." SFAS No. 130
establishes standards for the reporting and display of comprehensive income
and its components in the financial statements. The components of the
Company's comprehensive income are as follows:
<TABLE>
<CAPTION>
Quarter Ended June 30, Six Months Ended June 30,
------------------------ -----------------------
1999 1998 1999 1998
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income $11,577 $ 7,982 $14,024 $ 9,907
Unrealized gain on investments, net of tax 3,612 879 3,005 879
------- ------- ------- -------
Comprehensive income $15,189 $ 8,861 $17,029 $10,786
======= ======= ======= =======
</TABLE>
6. Discontinued operations include a personnel staffing business, Dunhill
Staffing Systems, Inc., and, until May 1998, a manufacturing operation,
Watsco Components, Inc. ("Components"). In May 1998, the Company sold
substantially all the operating assets of Components. Summarized results
for the discontinued operations are as follows:
<TABLE>
<CAPTION>
Quarter Ended June 30, Six Months Ended June 30,
---------------------- ----------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue $ 15,113 $ 16,104 $ 28,119 $ 32,522
======== ======== ======== ========
Income (loss) before income taxes $ 660 $ (698) $ 826 $ (462)
Income tax (expense) benefit (256) 258 (318) 171
-------- -------- -------- --------
Income (loss) from discontinued operations $ 404 $ (440) $ 508 $ (291)
======== ======== ======== ========
</TABLE>
7. During January 1999, the Company completed the acquisitions of two
wholesale distributors of air conditioning and heating products. The
acquisitions were made either in the form of the purchase of the
outstanding common stock or the purchase of the net assets and business of
the respective sellers. Aggregate consideration for these acquisitions
consisted of cash payments of $18,009 including the repayment of debt
totaling $4,592 and the issuance of 507,224 shares of Common Stock having a
fair value of $6,433 and is subject to adjustment upon the completion of
audits of the assets purchased and the liabilities assumed.
Acquisitions have been accounted for under the purchase method of
accounting and, accordingly, their results of operations have been included
in the unaudited condensed consolidated statement of income beginning on
their respective dates of acquisition. The excess of the aggregate purchase
prices over the net assets acquired of $12,279 is being amortized on a
straight-line basis over 40 years.
The Company's unaudited pro forma consolidated results of operations
assuming all significant acquisitions occurred on January 1, 1998 are as
follows:
Quarter Ended Six Months Ended
June 30, 1998 June 30, 1998
------------- -------------
Revenue $319,416 $537,391
Income from continuing operations $ 10,059 $ 11,489
Diluted earnings per share from
continuing operations $ 0.34 $ 0.39
The unaudited pro forma consolidated results of operations is not
necessarily indicative of either the results of operations that would have
occurred had the above companies been acquired on January 1, 1998 for the
periods presented or of future results of operations.
6 of 14
<PAGE>
8. In March 1998, the Accounting Standards Executive Committee of the American
Institute of Certified Public Accountants ("AcSEC") issued Statement of
Position ("SOP") 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use." SOP 98-1 establishes criteria for
determining which costs of developing or obtaining internal-use computer
software should be charged to expense and which should be capitalized. The
Company adopted SOP 98-1 on January 1, 1999. The adoption of SOP 98-1 was
not material to the Company's consolidated financial position or results of
operations.
In April 1998, the AcSEC issued SOP 98-5, "Reporting on the Costs of
Start-Up Activities." SOP 98-5 establishes standards for the reporting and
disclosure of start-up costs, including organization costs. The Company
adopted SOP 98-5 on January 1, 1999. Adoption of SOP 98-5 was not material
to the Company's consolidated financial position or results of operations.
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities,"
which is effective for fiscal years beginning after June 15, 1999. SFAS No.
133 establishes accounting and reporting standards requiring that every
derivative instrument (including certain derivative instruments embedded in
other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value. SFAS No. 133 also requires that
changes in derivatives' fair value be recognized currently in earnings
unless specific hedge accounting criteria are met. The impact of SFAS No.
133 on the Company's consolidated financial statements will depend on a
variety of factors, including future interpretive guidance from the FASB,
the extent of the Company's hedging activities, the type of hedging
instruments used and the effectiveness of such instruments. The Company has
not quantified the impact of adopting SFAS No. 133.
In June 1999, the FASB issued SFAS No. 137 "Accounting for Derivative
Instruments and Hedging Activities--Deferral of the Effective Date of FASB
Statement No.133--an amendment of FASB Statement No. 133," which delayed
the implementation date for SFAS 133 for one year to fiscal years beginning
after June 15, 2000.
9. In June 1999, the Company executed an amended and restated bank-syndicated
credit agreement, which provides for borrowings up to $315 million,
expiring on August 8, 2002. The unsecured agreement will be used to fund
seasonal working capital needs and for other general corporate purposes,
including acquisitions. Borrowings under the revolving credit agreement
bear interest at primarily LIBOR based rates plus a spread that is
dependent upon the Company's financial performance (LIBOR plus .7% at June
30, 1999). The credit agreement contains financial covenants with respect
to the Company's consolidated net worth, interest and debt coverage ratios
and limits capital expenditures and dividends in addition to other
restrictions.
7 of 14
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table presents the Company's consolidated financial results
from continuing operations for the quarter and six months ended June 30, 1999
and 1998, expressed as a percentage of revenue:
<TABLE>
<CAPTION>
Quarter Six Months
Ended June 30, Ended June 30,
---------------- ----------------
1999 1998 1999 1998
----- ----- ----- -----
<S> <C> <C> <C> <C>
Revenue 100.0% 100.0% 100.0% 100.0%
Cost of sales 76.7 77.9 76.6 77.4
----- ----- ----- -----
Gross profit 23.3 22.1 23.4 22.6
Selling, general and administrative expenses 16.9 15.9 18.5 17.8
----- ----- ----- -----
Operating income 6.4 6.2 4.9 4.8
Interest expense, net 1.0 1.0 1.2 1.0
Income taxes 2.0 1.9 1.4 1.4
----- ----- ----- -----
Income from continuing operations 3.4% 3.3% 2.3% 2.4%
===== ===== ===== =====
</TABLE>
The above table and the following narrative includes the results of
operations of wholesale distributors of air conditioning, heating and
refrigeration equipment and related parts and supplies acquired during 1999 and
1998. These acquisitions were accounted for under the purchase method of
accounting and, accordingly, their results of operations have been included in
the consolidated results of the Company beginning on their respective dates of
acquisition. Data presented in the following narratives referring to "same store
basis" excludes the effects of operations acquired or locations opened during
the prior twelve months.
QUARTER ENDED JUNE 30, 1999 VS. QUARTER ENDED JUNE 30, 1998
Revenue for the three months ended June 30, 1999 increased $60.2 million, or
22%, compared to the same period in 1998. Excluding the effect of acquisitions,
revenue increased $7.5 million, or 3%. Such increase was primarily due to
additional sales generated by expanded product lines of parts and supplies.
Gross profit for the three months ended June 30, 1999 increased $17.2
million, or 29%, as compared to the same period in 1998, primarily as a result
of the aforementioned revenue increases. Excluding the effect of acquisitions,
gross profit increased $4.2 million, or 7%. Gross profit margin in the second
quarter increased to 23.3% in 1999 from 22.1% in 1998. Excluding the effect of
acquisitions, gross profit margin increased to 23.1% in 1999 from 22.1% in 1998.
Increases in gross profit margin on a same store basis are primarily
attributable to improved pricing disciplines, enhanced focus on margins at
certain subsidiaries of the Company and contribution from expanded vendor
programs.
Selling, general and administrative expenses for the three months ended June
30, 1999 increased $12.7 million, or 29%, compared to the same period in 1998,
primarily due to higher selling and delivery costs related to acquired companies
and increased sales. Excluding the effect of acquisitions, selling, general and
administrative expenses increased $3.0 million, or 7%, primarily due to revenue
increases, higher costs related to new locations and the expansion of existing
locations. Selling, general and administrative expenses as a percent of revenue
increased to 16.9% in 1999 from 15.9% in 1998, primarily due to the higher cost
structures of acquired companies and startup costs related to the opening of new
distribution locations. Excluding the effect of acquisitions, selling, general
and administrative expenses as a percent of revenue increased to 16.6% in 1999
from 15.9% in 1998.
8 of 14
<PAGE>
Interest expense, net for the second quarter in 1999 increased approximately
$0.7 million, or 25%, compared to the same period in 1998, primarily due to
higher average borrowings incurred from acquisitions completed in the first
quarter of 1999.
The effective tax rate for the three months ended June 30, 1999 was 37.2%
compared to 37.0% for the same period in 1998. This increase was primarily due
to higher state income taxes resulting from acquisitions.
SIX MONTHS ENDED JUNE 30, 1999 VS. SIX MONTHS ENDED JUNE 30, 1998
Revenue for the six months ended June 30, 1999 increased $134.8 million, or
30%, compared to the same period in 1998. Excluding the effect of acquisitions,
revenue increased $26.0 million, or 6%. Such increase was primarily due to
additional sales generated from market share gains and increased sales generated
by expanded product lines of parts and supplies.
Gross profit for the six months ended June 30, 1999 increased $35.0 million,
or 35%, as compared to the same period in 1998, primarily as a result of the
aforementioned revenue increases. Excluding the effect of acquisitions, gross
profit increased $8.6 million, or 9%. Gross profit margin for the six month
period increased to 23.4% in 1999 from 22.6% in 1998. Excluding the effect of
acquisitions, gross profit margin increased to 23.2% in 1999 from 22.6% in 1998.
Increases in gross profit margin on a same store basis are attributable to
improved pricing disciplines, enhanced focus on margins at certain subsidiaries
of the Company and contribution from expanded vendor programs.
Selling, general and administrative expenses for the six months ended June
30, 1999 increased $28.1 million, or 36%, compared to the same period in 1998,
primarily due to higher selling and delivery costs related to acquired companies
and increased sales. Excluding the effect of acquisitions, selling, general and
administrative expenses increased $6.4 million, or 8%, primarily due to revenue
increases, higher costs related to new locations and the expansion of existing
locations. Selling, general and administrative expenses as a percent of revenue
increased to 18.5% in 1999 from 17.8% in 1998, primarily due to the higher cost
structures of acquired companies and startup costs related to the opening of new
distribution locations. Excluding the effect of acquisitions, selling, general
and administrative expenses as a percent of revenue increased to 18.2% in 1999
from 17.8% in 1998.
Interest expense, net for the six months ended June 30, 1999 increased
approximately $2.1 million, or 48%, compared to the same period in 1998,
primarily due to higher average borrowings that were used to complete business
acquisitions.
The effective tax rate for the six months ended June 30, 1999 was 37.2%
compared to 37.0% for the same period in 1998. This increase was primarily due
to higher state income taxes resulting from acquisitions completed in the first
quarter of 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company maintains a bank-syndicated revolving credit agreement that
provides for borrowings of up to $315 million, expiring on August 8, 2002.
Borrowings under the unsecured agreement are used to fund seasonal working
capital needs and for other general corporate purposes, including acquisitions.
Borrowings under the agreement, which totaled $213.7 million at June 30, 1999,
bear interest at primarily LIBOR-based rates plus a spread that is dependent
upon the Company's financial performance (LIBOR plus .7% at June 30, 1999). The
agreement contains financial covenants with respect to the Company's
consolidated net worth, interest and debt coverage ratios and limits capital
expenditures and dividends in addition to other restrictions.
Working capital increased to $342.4 million at June 30, 1999 from $289.7
million at December 31, 1998. This increase was funded primarily by borrowings
under the Company's revolving credit agreement.
Cash and cash equivalents increased $.5 million during the six month period
ended June 30, 1999. Principal sources of cash during the quarter were
borrowings under the revolving credit agreement. The principal uses of cash were
to fund working capital needs and finance acquisitions and capital expenditures.
9 of 14
<PAGE>
The Company has adequate availability of capital to fund present operations
and anticipated growth, including expansion in its current and targeted market
areas. The Company continually evaluates potential acquisitions and has held
discussions with a number of acquisition candidates. During July 1999, the
Company executed a letter of intent to acquire a distributor of air conditioning
equipment based in Texas; however, the Company currently has no binding
agreement with respect to this or any other acquisition candidates. Should
suitable acquisition opportunities or working capital needs arise that would
require additional financing, the Company believes that its financial position
and earnings history provide a solid base for obtaining additional financing
resources at competitive rates and terms.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's primary market risk exposure consists of interest rate risk.
The Company's objective in managing the exposure to interest rate changes is to
limit the impact of interest rate changes on earnings and cash flows and to
lower its overall borrowing costs. To achieve its objectives, the Company uses
interest rate swaps to manage net exposure to interest rate changes to its
borrowings. The Company continuously monitors developments in the capital
markets and has only entered into swaps with a group of financial institutions
with investment grade credit ratings, thereby minimizing the risk of credit
loss. All items described below are non-trading.
At June 30, 1999, the Company had various interest rate swap agreements with
an aggregate notional amount of $100 million to manage its net exposure to
interest rate changes related to a portion of the borrowings under the revolving
credit agreement. The interest rate swap agreements effectively convert a
portion of the Company's LIBOR-based variable rate borrowings into fixed rate
borrowings with a weighted average pay rate of 6.3%.
YEAR 2000
Many computer systems in use in the world today may be unable to correctly
process data or may not operate at all after December 31, 1999 because those
systems recognize the year within a date only by the last two digits. Some
computer programs may interpret the year "00" as 1900, instead of as 2000,
causing errors in calculations, or the value "00" may be considered invalid by
the computer program causing the system to fail. The Year 2000 issue affects (1)
information technology utilized by the Company ("IT systems"); (2) other systems
utilized by the Company ("Non-IT systems"), such as communications, facilities
management and service equipment containing embedded computer chips; and (3)
systems of key business partners (primarily the Company's customers and
suppliers).
Watsco, Inc. and its subsidiaries could be adversely affected if Year 2000
issues are not resolved by the Company or its significant business partners
before the Year 2000. Possible adverse consequences include, but are not limited
to: (1) the inability to obtain products or services used in the business
operations, (2) the inability to transact business with key customers or
suppliers, or (3) the inability to deliver goods or services sold to customers.
The Company's activities to manage the Year 2000 issue with respect to its
systems can be segregated into four phases. Phase I and II consisted of
identifying the systems that are non-compliant and formulating strategies to
remedy the problems identified. Phase III consisted of executing the changes
necessary through purchasing new or modifying existing systems. As of July 30,
1999, the Company and its subsidiaries have completed Phase I, II and III. Phase
IV consists of testing the changes made to ascertain compliance. The Company's
operating subsidiaries are currently testing their IT systems for compliance or
have completed testing and are currently Year 2000 compliant. The Company's
operating subsidiaries currently in Phase IV expect testing for Year 2000
compliance to be completed by August 31, 1999. Non-IT systems of most of the
Company's operating subsidiaries are Year 2000 compliant.
The Company has contacted a large number of its business partners to obtain
information regarding their progress on Year 2000 issues. While such entities
have not fully completed their own Year 2000 projects, the Company is not aware
of any significant business partners whose Year 2000 issues will not be resolved
in a timely manner. However, there can be no assurance that significant Year
2000 related problems will not ultimately arise with such business partners.
10 of 14
<PAGE>
Based on the Company's assessment to date, management estimates the
implementation costs related to the identification, remediation and testing of
the Year 2000 issue to be approximately $1.1 million, of which $.8 million has
been expended through June 30, 1999. However, this estimate could change as the
Company's activities to address the Year 2000 issue progress.
The Company believes that effective contingency plans can be developed given
that the Company is not reliant on a single enterprise-wide computer system. The
Company presently operates through a diverse group of 16 operating subsidiaries
that maintain independently managed computer systems, substantially all of which
have been purchased from and are supported by third parties. The Company's
contingency planning includes the identification of back-up systems among the
Company's operating subsidiaries in the event one or more operating systems fail
to operate following the Year 2000. The Company continues to evaluate
contingency plans to mitigate business risks in the event remediation efforts
are unsuccessful.
While management believes that it has undertaken reasonable steps to address
the Year 2000 issue, there can be no assurance that a failure to convert the
Company's systems or the inability of its key business partners to adequately
address the Year 2000 issue would not have a material adverse impact on the
Company.
SAFE HARBOR STATEMENT
This quarterly report contains statements which, to the extent they are not
historical fact, constitute "forward looking statements" under the securities
laws. All forward looking statements involve risks, uncertainties and other
factors that may cause the actual results, performance or achievements of the
Company to differ materially from those contemplated or projected, forecasted,
estimated, budgeted, expressed or implied by or in such forward looking
statements. The forward looking statements in this document are intended to be
subject to the safe harbor protection provided under the securities laws.
For additional information identifying some other important factors which
may affect the Company's operations and markets and could cause actual results
to vary materially from those anticipated in the forward looking statements, see
the Company's Securities and Exchange Commission filings, including but not
limited to, the discussion included in the Business section of the Company's
Form 10-K under the heading "Other Information".
11 of 14
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There have been no significant changes from the information reported
in the Annual Report on Form 10-K for the period ended December 31,
1998, filed on March 31, 1999.
Item 2. Changes in the Rights of the Company's Security Holders
None
Item 3. Defaults by the Company on its Senior Securities
None
Item 4. Results of Votes of Securities Holders
(a) The Company's 1999 Annual Meeting of Shareholders was held on
June 3, 1999.
(b) The Company's management solicited proxies pursuant to Regulation
14 under the Securities Exchange Act of 1934. There was no
solicitation in opposition to the management's nominees as listed
in the proxy statement. The following nominees were elected as
indicated in the proxy statement pursuant to the vote of the
shareholders as follows:
FOR WITHHELD
COMMON STOCK ---------- --------
------------
Cesar L. Alvarez 15,956,173 570,519
Paul F. Manley 15,958,061 568,631
CLASS B COMMON STOCK
--------------------
Albert H. Nahmad 27,857,690 11,000
Ira Harris 27,856,520 12,170
(c) Two additional proposals were voted upon at the Annual Meeting of
Shareholders as follows:
(1) To ratify the action of the Board of Directors amending the
Company's Second Amended and Restated 1991 Stock Option Plan
and
(2) To ratify the reappointment of Arthur Andersen LLP as the
Company's independent certified public accountants for the
year ended December 31, 1999.
The combined vote of the Company's Common Stock and Class B
Common Stock was as follows:
PROPOSAL 1
-----------
For 32,377,951
Against 3,500,854
Withheld 151,162
Non-Vote 8,365,415
PROPOSAL 2
-----------
For 43,596,519
Against 464,427
Withheld 334,436
Non-Vote -
12 of 14
<PAGE>
As of April 9, 1999, the record date for the Annual Meeting of
Shareholders, the total number of shares of the Company's
Common Stock, $.50 par value, and Class B Common Stock, $.50
par value, outstanding was 25,417,739 and 3,204,126,
respectively, representing 57,458,999 combined votes.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
10.10 Amendment Agreement No. 2 to Amended and Restated Revolving
Credit and Reimbursement Agreement dated June 30, 1999, by and
among Watsco Inc., the Lenders and NationsBank, National
Association, as Agent.
27. Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
None
13 of 14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WATSCO, INC.
(Registrant)
By: /S/ BARRY S. LOGAN
Barry S. Logan
Vice President and Secretary
(Chief Financial Officer)
August 13, 1999
14 of 14
<PAGE>
EXHIBIT INDEX
Exhibit Description
- ------- -----------
10.10 Amendment Agreement No. 2 to Amended and Restated Revolving
Credit and Reimbursement Agreement dated June 30, 1999, by and among
Watsco Inc., the Lenders and NatikonsBank, National Assoication, as
Agent.
27 Financial Data Schedule
AMENDMENT AGREEMENT NO. 2
TO AMENDED AND RESTATED
REVOLVING CREDIT AND REIMBURSEMENT AGREEMENT
THIS AMENDMENT AGREEMENT NO. 2 TO AMENDED AND RESTATED REVOLVING CREDIT
AND REIMBURSEMENT AGREEMENT (this "Amendment Agreement") is made and entered
into as of this 30th day of June, 1999, by and among WATSCO, INC., a Florida
corporation (the "Borrower"), the Lenders signatory hereto (the "Lenders") and
NATIONSBANK, NATIONAL ASSOCIATION, a national banking association and successor
to NationsBank, National Association (South), as Agent (the "Agent") for the
Lenders party to the Credit Agreement described below.
W I T N E S S E T H:
WHEREAS, the Borrower, the Agent and the Lenders have entered into an
Amended and Restated Revolving Credit Agreement dated August 8, 1997, as amended
by Amendment Agreement No. 1 dated February 20, 1998 (the "Credit Agreement")
pursuant to which the Lenders have agreed to make available to the Borrower a
revolving credit facility of up to $260,000,000; and
WHEREAS, as a condition to the making of loans the Lenders have
required that each Subsidiary of Borrower execute a Facility Guaranty whereby it
guarantees payment of the Obligations arising under the Credit Agreement; and
WHEREAS, the Borrower has requested that the Lenders increase the
amount of the revolving credit facility to $315,000,000 and provide for a
competitive bid facility and the Agent and the Lenders have agreed, subject to
the terms and conditions of this Agreement, to amend the Credit Agreement in
order to effect such increase and competitive bid facility;
NOW, THEREFORE, in consideration of the mutual covenants, promises and
conditions herein set forth, it is hereby agreed as follows:
1. DEFINITIONS. The term "Credit Agreement" as used herein and in the
Loan Documents shall mean that certain Amended and Restated Revolving Credit and
Reimbursement Agreement dated as of August 8, 1997 by and among the Agent, the
Lenders and the Borrower, as heretofore and hereby amended and as from time to
time further amended or modified. Unless the context otherwise requires, all
capitalized terms used herein without definition shall have the respective
meanings provided therefor in the Credit Agreement.
2. AMENDMENTS. Subject to the conditions set forth herein, the Credit
Agreement shall be and hereby is amended, effective as of the date hereof, as
follows:
(a) The preamble to the Agreement is hereby amended by
deleting the figure "$260,000,000" appearing in the third
"WHEREAS" paragraph and inserting in lieu thereof the figure
"$315,000,000".
<PAGE>
(b) The following new definitions are hereby added to SECTION
1.2 in their appropriate alphabetical order:
"Absolute Rate" has the meaning assigned to such
term in SECTION 2.2(C)(II)(C) hereof.
"Competitive Bid Borrowing" has the meaning assigned
to such term in SECTION 2.2 hereof.
"Competitive Bid Facility" means the facility
described in SECTION 2.2 hereof providing for Competitive
Bid Loans to the Borrower.
"Competitive Bid Loan Commitment" means the amount
which a Lender has offered to loan to the Borrower
pursuant to a Competitive Bid Quote by such Lender, the
sum of all Competitive Bid Loans not to exceed in the
aggregate one hundred percent (100%) of the Total
Revolving Credit Commitment.
"Competitive Bid Loans" means the Loans bearing
interest at an Absolute Rate or a Eurodollar Competitive
Rate provided for in SECTION 2.2 hereof.
"Competitive Bid Notes" means, collectively, the
promissory notes of the Borrower with respect to
Competitive Bid Loans provided for by SECTION 2.2 hereof
executed and delivered to the Lenders as provided in
SECTION 2.6(C) substantially in the form attached hereto
as EXHIBIT F-3 and incorporated herein by reference, with
appropriate insertions as to dates and names of Lenders,
and all promissory notes delivered in substitution or
exchange therefor, in each case as the same shall be
amended, modified or supplemented and in effect from time
to time.
"Competitive Bid Quote" means an offer in accordance
with SECTION 2.2 hereof by a Lender to make a Competitive
Bid Loan with one single specified interest rate.
"Competitive Bid Quote Request" has the meaning
assigned to such term in SECTION 2.2 hereof.
"Eurodollar Competitive Rate" means, for the Interest
Period for any Competitive Bid Loan at a Eurodollar
Competitive Rate, the rate of interest per annum
determined pursuant to the following formula:
Eurodollar Interbank Offered Rate
----------- ----------------------
Competitive = 1-Eurodollar Reserve +or -a margin
Rate Percentage
2
<PAGE>
"Quotation Date" has the meaning assigned to such
term in SECTION 2.2 hereof.
"Swing Line Note" means the promissory note of the
Borrower evidencing Swing Line Loans executed and
delivered to NationsBank as provided in SECTION 2.6(B)
hereof substantially in the form attached hereto as
EXHIBIT F-2, with appropriate insertions as to amounts,
dates and names;
(c) The following terms defined in SECTION 1.2 are hereby
amended in their entirety so that as amended they read as
follows:
"Advance" means a borrowing under (i) the Revolving
Credit Facility, consisting of the aggregate principal
amount of a Base Rate Loan or a Eurodollar Loan, as the
case may be or (ii) the Swing Line consisting of Base
Rate Loans or bearing interest at a rate mutually agreed
upon by NationsBank and the Borrower, or (iii) the
Competitive Bid Facility consisting of Competitive Bid
Loans.
"Business Day" means (i) with respect to any
Eurodollar Rate Loan or any Competitive Bid Loan at the
Eurodollar Competitive Rate, any day which is a Business
Day, as described below, and on which the relevant
international financial markets are open for the
transaction of business contemplated by this Agreement in
London, England and New York, New York, and (ii) with
respect to any other Loan and for any other purposes
hereof, any day which is not a Saturday, Sunday or a day
on which banks in the States of Florida, North Carolina
and New York are authorized or obligated by law,
executive order or governmental decree to be closed.
"Default Rate" means (i) with respect to each
Eurodollar Rate Loan, until the end of the Interest
Period applicable thereto, a rate of two percent (2%)
above the Eurodollar Rate applicable to such Loan, and
thereafter at a rate of interest per annum which shall be
two percent (2%) above the Base Rate, (ii) with respect
to Base Rate Loans, at a rate of interest per annum which
shall be two percent (2%) above the Base Rate, (iii) in
the case of a Competitive Bid Loan, at a rate of interest
per annum which shall be two percent (2%) above the
Absolute Rate or Eurodollar Competitive Rate, as the case
may be, for such Competitive Bid Loan and (iv) in any
case, the maximum rate permitted by applicable law, if
lower.
"Eurodollar Reserve Percentage" means, for any day,
that percentage (expressed as a decimal) which is in
effect from time to time under Regulation D or any
successor regulation, as the maximum reserve requirement
(including, without limitation, any basic, supplemental,
emergency, special, or marginal reserves) applicable with
respect to Eurocurrency liabilities as that term is
defined in Regulation D (or against any other category of
liabilities that includes deposits by reference to which
the interest rate of Eurodollar Rate Loans or Competitive
Bid Loans at the
3
<PAGE>
Eurodollar Competitive Rate is determined), whether or
not any Lender has any Eurocurrency liabilities subject
to such requirements without benefits of credits or
proration, exceptions or offsets that may be available
from time to time to any Lender. The Eurodollar Rate and
the Eurodollar Competitive Rate shall be adjusted
automatically on and as of the effective date of any
change in the Eurodollar Reserve Percentage.
"Interbank Offered Rate" means, with respect to any
Eurodollar Rate Loan or any Competitive Bid Loan at a
Eurodollar Competitive Rate, for the Interest Period
applicable thereto, the rate per annum (rounded upwards,
if necessary, to the nearest 1/100 of 1%) appearing on
Telerate Page 3750 (or any successor page) as the London
interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period for a term
comparable to such Interest Period. If for any reason
such rate is not available, the term "Interbank Offered
Rate" shall mean, for any Eurodollar Loan or any
Competitive Bid Loan at the Eurodollar Competitive Rate
for any Interest Period therefor, the rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of
1%) appearing on Reuters Screen LIBO Page as the London
interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) two Business Days
prior to the first day of such Interest Period for a term
comparable to such Interest Period; PROVIDED, HOWEVER, if
more than one rate is specified on Reuters Screen LIBO
Page, the applicable rate shall be the arithmetic mean of
all such rates.
"Interest Period" (a) for each Eurodollar Rate Loan
means a period commencing on the date such Eurodollar
Rate Loan is made or converted and each subsequent period
commencing on the last day of the immediately preceding
Interest Period for such Eurodollar Rate Loan, and
ending, at the Borrowers' option, on the date one week or
one, two, three or six months or, upon specific request
therefor by the Borrower and with the consent of the
Agent and the Lenders in their discretion, one year,
thereafter as notified to the Administrative Agent by the
Authorized Representative three (3) Business Days, or in
the case of an Interest Period of one year, four (4)
Business Days, prior to the beginning of such Interest
Period; PROVIDED, that,
(i) if the Authorized Representative fails to
notify the Administrative Agent of the length of
an Interest Period three (3) Business Days prior
to the first day of such Interest Period, the
Loan for which such Interest Period was to be
determined shall be deemed to be a Base Rate
Loan bearing interest at the Base Rate, as of
the first day thereof;
(ii) if an Interest Period for a Eurodollar
Rate Loan would end on a day which is not a
Business Day such Interest Period shall be
extended to the next Business Day (unless such
extension would cause the applicable Interest
Period to end in the succeeding calendar
4
<PAGE>
month, in which case such Interest Period shall
end on the next preceding Business Day); and
(iii) any interest period which begins on the
last Business Day of a calendar month (or on a
day for which there is no numerically
corresponding day in a calendar month at the end
of such Interest Period) shall end on the last
Business Day of a calendar month
(iv) no Interest Period shall extend past the
Facility Termination Date;
(v) on any day, with respect to all Revolving
Credit Loans and Competitive Bid Loans, there
shall not be in effect (x) more than ten (10)
Interest Periods;
(b) for each Competitive Bid Loan at an Absolute Rate
means the period commencing on the date of such Loan and
ending on such date as may be mutually agreed upon by the
Borrower and the Lender or Lenders making such
Competitive Bid Loan or Loans, as the case may be,
comprising such Competitive Bid Loan; PROVIDED that no
Interest Period for a Competitive Bid Loan at an Absolute
Rate shall be for a period of greater than 120 days;
(c) for each Competitive Bid Loan at a Eurodollar
Competitive Rate means the period commencing on the date
such Competitive Bid Loan is made and ending, at the
Borrowers' option, on the date one week or on the date
one, two, three or six months thereafter as notified by
the Borrowers to such Lender by the Authorized
Representative three (3) Business Days prior to the
beginning of such Interest Period PROVIDED that if an
Interest Period for such Loan would end on a day which is
not a Business Day, such Interest Period shall be
extended to the next Business Day (unless such extension
would cause the applicable Interest Period to end in the
succeeding calendar month, in which case such Interest
Period shall end in the next preceding Business Day).
"Loan" or "Loans" means any of the Revolving Credit
Loans or Swing Line Loans or Competitive Bid Loans
"Notes" means, collectively, the Revolving Credit
Notes, the Swing Line Note and the Competitive Bid Notes
which are to be delivered to the Lenders.
"Outstanding" means, collectively, the Letter of
Credit Outstandings, Swing Line Outstandings, Revolving
Credit Outstandings and outstanding Competitive Bid
Loans, all as at the date of determination thereof.
"Required Lenders" means, as of any date, Lenders on
such date having Credit Exposures (as defined below)
aggregating at least 66_% of the aggregate Credit
Exposures of all the Lenders on such date. For purposes
of
5
<PAGE>
the preceding sentence, the amount of the "CREDIT
EXPOSURE" of each Lender shall be equal at all times to
its Revolving Credit Commitment; provided that, if any
Lender shall have failed to pay (x) to NationsBank its
Applicable Commitment Percentage of any Swing Line Loan
or (y) to NationsBank its Applicable Commitment
Percentage of any drawing under any Letter of Credit
resulting in an outstanding Reimbursement Obligation,
such Lender's Credit Exposure attributable to Swing Line
Loans shall be deemed to be held by NationsBank for
purposes of this definition, and such Lender's Credit
exposure attributable to Letters of Credit, Reimbursement
Obligations and the Letter of Credit Commitment shall be
deemed to be held by the Issuing Bank for purposes of
this definition;
"Revolving Credit Facility" means the facility
described in SECTION 2.1(A) hereof providing for Loans to
the Borrower by the Lenders in the aggregate principal
amount of the Total Revolving Credit Commitment less the
aggregate amount of Swing Line Outstandings and
Outstanding Letters of Credit and outstanding Competitive
Bid Loans.
"Revolving Credit Termination Date" means (i) the
Stated Termination Date or (ii) such earlier date of
termination of Lenders' obligations pursuant to SECTION
9.1 upon the occurrence of an Event of Default, or (iii)
such date as the Borrowers may voluntarily permanently
terminate the Revolving Credit Facility and the
Competitive Bid Facility by payment in full of all
Obligations (including the discharge of all Obligations
of NationsBank, the Issuing Banks and the Lenders with
respect to Letters of Credit, Participations and
Competitive Bid Loans).
"Total Revolving Credit Commitment" means a principal
amount equal to $315,000,000 as reduced from time to time
in accordance with SECTION 2.8.
(d) Article II is hereby amended by (i) renumbering Section
2.7 and Section 2.8 to be Section 2.8 and Section 2.9,
respectively, (ii) deleting Sections 2.2 through 2.6 and (iii)
adding the following Sections 2.2 through 2.7 all of which shall
read as follows:
2.2 COMPETITIVE BID LOANS.
(a) In addition to Revolving Loans, at any time prior to the
Revolving Credit Termination Date and provided no Default or
Event of Default exists hereunder, the Borrower may, as set forth
in this SECTION 2.2, request the Lenders to make offers to make
Competitive Bid Loans to the Borrower in Dollars. The Lenders
may, but shall have no obligation to, make such offers and the
Borrower may, but shall have no obligation to, accept any such
offers in the manner set forth in this SECTION 2.2. There may be
no more than ten (10) different Interest Periods for both
Revolving Loans and Competitive Bid Loans outstanding at the same
time (for which purpose Interest Periods for each Eurodollar Rate
Loan and each Competitive Bid Loan shall be deemed to be
different Interest Periods even if they are coterminous). The
6
<PAGE>
aggregate principal amount of all Outstandings, shall not exceed
the Total Revolving Credit Commitment at any time. The aggregate
principal amount of all outstanding Competitive Bid Loans shall
not exceed one hundred percent (100%) of the Total Revolving
Credit Commitment at any time.
(b) When the Borrower wishes to request offers to make
Competitive Bid Loans, it shall give the Agent and the Lenders
notice (a "Competitive Bid Quote Request") to be received no
later than 11:00 a.m. on (A) the fourth Business Day prior to the
date of borrowing proposed therein, in the case of a Competitive
Bid Quote Request for Competitive Bid Loans at the Eurodollar
Competitive Rate or (B) the Business Day prior to the date of
borrowing proposed therein, in the case of a Competitive Bid
Quote Request for Competitive Bid Loans at the Absolute Rate (or,
in any such case, such other time and date as the Borrower and
the Agent, with the consent of the Required Lenders, may agree).
The Borrower may request offers to make Competitive Bid Loans for
up to five (5) different Interest Periods in a single notice;
PROVIDED that the request for each separate Interest Period shall
be deemed to be a separate Competitive Bid Quote Request for a
separate borrowing (a "Competitive Bid Borrowing") and there
shall not be outstanding at any one time more than six (6)
Competitive Bid Borrowings. Each such Competitive Bid Quote
Request shall be substantially in the form of EXHIBIT J attached
hereto and shall specify as to each Competitive Bid Borrowing:
(i) the proposed date of such borrowing, which shall
be a Business Day;
(ii) the aggregate amount of such Competitive Bid
Borrowing, which shall be at least $5,000,000 (or in
increments of $1,000,000 in excess thereof) but shall not
cause the limits specified in SECTION 2.2(A) hereof to be
violated;
(iii) the duration of the Interest Period applicable
thereto;
(iv) whether the Competitive Bid Quote Request for a
particular Interest Period is seeking quotes for
Competitive Bid Loans at the Absolute Rate or the
Eurodollar Competitive Rate;
(v) whether the Borrower shall have the right to
prepay a requested Competitive Bid Loan; and
(vi) the date on which the Competitive Bid Quotes are
to be submitted if it is before the proposed date of
borrowing (the date on which such Competitive Bid Quotes
are to be submitted is called the "Quotation Date").
Except as otherwise provided in this SECTION 2.2(B), no more than
one (1) Competitive Bid Quote Requests shall be given within
seven (7) Business Days (or such other number of days as the
Borrowers and the Administrative Agent, with the consent of the
Required Lenders, may agree) of any other Competitive Bid Quote
Request.
7
<PAGE>
(c) (i) Each Lender may submit one or more Competitive Bid
Quotes, each containing an offer to make a Competitive Bid Loan
in response to any Competitive Bid Quote Request; PROVIDED that,
if the Borrower's request under SECTION 2.2(B) hereof specified
more than one Interest Period, such Lender may make a single
submission containing one or more Competitive Bid Quotes for each
such Interest Period. Each Competitive Bid Quote must be
submitted to the Borrower not later than 9:30 a.m. on (A) the
third Business Day prior to the proposed date of borrowing, in
the case of a Competitive Bid Quote Request for Competitive Bid
Loans at the Eurodollar Competitive Rate or (B) the Quotation
Date, in the case of a Competitive Bid Quote Request for
Competitive Bid Loans at the Absolute Rate (or, in any such case,
such other time and date as the Borrower and the Agent, with the
consent of the Required Lenders, may agree) PROVIDED that if
NationsBank is receiving quotes as provided in SECTION 2.2(G),
any Competitive Bid Quote may be submitted by NationsBank (or its
applicable Lending Office) only if NationsBank (or such
applicable Lending Office) notifies the Borrower of the terms of
the offer contained therein not later than 9:15 a.m. on the
Quotation Date. Subject to ARTICLES IV, V AND IX hereof, any
Competitive Bid Quote so made shall be irrevocable except with
the consent of the Agent given on the instructions of the
Borrower.
(ii) Each Competitive Bid Quote shall be
substantially in the form of EXHIBIT K attached hereto and shall
specify:
(A) the proposed date of borrowing and the
Interest Period therefor;
(B) the principal amount of the Competitive
Bid Loan for which each such offer is being made, which
principal amount shall be at least $5,000,000 (or in
increments of $1,000,000 in excess thereof); PROVIDED
that the aggregate principal amount of all Competitive
Bid Loans for which a Lender submits Competitive Bid
Quotes may not exceed the principal amount of the
Competitive Bid Borrowing for a particular Interest
Period for which offers were requested;
(C) in the case of a Competitive Bid Quote
for Competitive Bid Loans at an Absolute Rate, the rate
of interest per annum (rounded upwards, if necessary, to
the nearest 1/10,000th of 1%) offered for each such
Competitive Bid Loan (the "ABSOLUTE RATE");
(D) in the case of a Competitive Bid Quote
for Competitive Bid Loans at the Eurodollar Competitive
Rate, the positive or negative margin to be added to or
deducted from the Interbank Offered Rate; and
(E) the identity of the quoting Lender.
Unless otherwise agreed by the Agent and the Borrower, no
Competitive Bid Quote shall contain qualifying, conditional or
similar language or propose terms other than
8
<PAGE>
or in addition to those set forth in the applicable Competitive
Bid Quote Request and, in particular, no Competitive Bid Quote
may be conditioned upon acceptance by the Borrower of all (or
some specified minimum) of the principal amount of the
Competitive Bid Loan for which such Competitive Bid Quote is
being made. Any subsequent Competitive Bid Quote submitted by a
Lender that amends, modifies or is otherwise inconsistent with a
previous Competitive Bid Quote submitted by such Lender with
respect to the same Competitive Bid Quote Request shall be
disregarded by the Borrower unless such subsequent Competitive
Bid Quote is submitted solely to correct a manifest error in such
former Competitive Bid Quote.
(d) The Borrower shall (A) in the case of a Competitive Bid
Loan at an Absolute Rate, as promptly as practicable after the
Competitive Bid Quote is submitted (but in any event not later
than 10:30 a.m. on the Quotation Date (or such other time and
date as the Borrower and the Agent, with the consent of the
Required Lenders, may agree)) or (B) in the case of a Competitive
Bid Loan at a Eurodollar Competitive Rate, the third Business Day
prior to the proposed date of borrowing, notify the Agent and
Lenders of (A) the aggregate principal amount of the Competitive
Bid Borrowing for which Competitive Bid Quotes have been received
as well as the ranges of bids submitted for each Interest Period
requested, (B) the respective principal amounts and Absolute
Rates or Eurodollar Competitive Rates, as the case may be, so
offered by each Lender (identifying the Lender that made each
Competitive Bid Quote), and (C) its acceptance or nonacceptance
of the Competitive Bid Quotes. In the case of acceptance, such
notice shall specify the aggregate principal amount of offers for
each Interest Period that are accepted. The Borrower may accept
any Competitive Bid Quote in whole or in part (PROVIDED that any
Competitive Bid Quote accepted in part shall be at least
$5,000,000 or in increments of $1,000,000 in excess thereof);
PROVIDED that:
(i) the aggregate principal amount of each
Competitive Bid Borrowing may not exceed the applicable
amount set forth in the related Competitive Bid Quote
Request;
(ii) the aggregate principal amount of each
Competitive Bid Borrowing shall be at least $5,000,000
(or an increment of $1,000,000 in excess thereof) but
shall not cause the limits specified in SECTION 2.2(A)
hereof to be violated;
(iii) except as provided below, acceptance of
Competitive Bid Quotes for any Interest Period may be
made only in ascending order of Absolute Rates or
Eurodollar Competitive Rates, as the case may be,
beginning with the lowest rate so offered; and
(iv) the Borrower may not accept any Competitive Bid
Quote where such Competitive Bid Quote fails to comply
with SECTION 2.2(C)(II) hereof or otherwise fails to
comply with the requirements of this Agreement
(including, without limitation, SECTION 2.2(A) hereof).
9
<PAGE>
Any of the conditions above notwithstanding, the Borrower may, in
its sole discretion, accept a Competitive Bid Quote that does not
contain the lowest Absolute Rate or Eurodollar Competitive Rates,
as the case may be, where acceptance of the Competitive Bid Quote
containing the lowest Absolute Rate or Eurodollar Competitive
Rate, as the case may be, would cause the principal amount of
Outstanding of a Lender or Lenders offering the lowest Absolute
Rate or Eurodollar Competitive Rate, as the case may be, to
exceed the Total Revolving Credit Commitment.
If Competitive Bid Quotes are made by two or more Lenders with
the same Absolute Rates or Eurodollar Competitive Rates, as the
case may be, for a greater aggregate principal amount than the
amount in respect of which Competitive Bid Quotes are accepted
for the related Interest Period after the acceptance of all
Competitive Bid Quotes, if any, of all lower Absolute Rates or
Eurodollar Competitive Rates, as the case may be, offered by any
Lender for such related Interest Period, the principal amount of
Competitive Bid Loans in respect of which such Competitive Bid
Quotes are accepted shall be allocated by the Borrower among such
Lenders as nearly as possible (in amounts of at least $1,000,000
or in increments of $100,000 in excess thereof) in proportion to
the aggregate principal amount of such Competitive Bid Quotes.
Determinations by the Borrower of the amounts of Competitive Bid
Loans and the lowest bid after adjustment as provided in SECTION
2.2(d)(iii) shall be conclusive in the absence of manifest error.
(e) Any Lender whose offer to make any Competitive Bid Loan
has been accepted shall, not later than 1:00 p.m. on the date
specified for the making of such Loan, make the amount of such
Loan available to the Borrower at the Borrower's Account or
otherwise as shall be directed by the Authorized Representative
in Dollars and in immediately available funds.
(f) From time to time, the Borrower shall furnish such
information to the Agent as the Agent may request relating to the
making of Competitive Bid Loans, including the amounts, interest
rates, dates of borrowings and maturities thereof.
(g) The Borrower may request the Agent, and the Agent in its
sole discretion may agree, to receive the Competitive Bid Quotes,
in which event the Agent shall (A) in the case of a Competitive
Bid Loan at the Absolute Rate, as promptly as practicable after
the Competitive Bid Quote is submitted (but in no event later
than 10:00 a.m., on the Quotation Date) or (B) in the case of a
Competitive Bid Loan at the Eurodollar Competitive Rate, by 10:00
a.m. on the date a Competitive Quote is submitted, notify the
Borrowers of the terms of any Competitive Bid Quote submitted by
a Lender that is in accordance with SECTION 2.2(c) hereof. The
Agent's notice to the Borrower shall specify (A) the aggregate
principal amount of the Competitive Bid Borrowing for which
Competitive Bid Quotes have been received and (B) the respective
principal amounts and Absolute Rates or Eurodollar Competitive
Rate, as the case may be, offered by each Lender (identifying the
Lender that made each Competitive Bid Quote). Not later than
10:30 a.m. on (A) the third Business Day prior to the proposed
date of borrowing, in the case of Competitive Bid
10
<PAGE>
Loans at the Eurodollar Competitive Rate or (B) the Quotation
Date (or, in any such case, such other time and date as the
Borrower and the Agent, with the consent of the Required Lenders,
may agree), the Borrower shall notify the Agent of their
acceptance or nonacceptance of the Competitive Bid Quotes so
notified to it (and the failure of the Borrower to give such
notice by such time shall constitute nonacceptance) and the Agent
shall promptly notify each affected Lender. Together with each
notice of a request for Competitive Bid Quotes, which the
Borrower requires the Agent to issue pursuant to this paragraph
(g), the Borrower shall pay to the Agent for the account of the
Agent a bid administration fee of $1,500.00.
2.3 PAYMENT OF INTEREST. (a) The Borrower shall pay interest
(i) to the Agent at the Principal Office for the account of each
Lender on the outstanding and unpaid principal amount of each
Revolving Loan made by such Lender for the period commencing on
the date of such Loan until such Loan shall be due at the
Eurodollar Rate or the Base Rate, as elected or deemed elected by
the Borrower or otherwise applicable to such Loan as herein
provided, (ii) to the Lender at its Lending Office making each
Competitive Bid Loan, at the applicable Absolute Rate or
Eurodollar Competitive Rate, as the case may be, and (iii) to the
Agent in the case of each Swing Line Loan, at the Base Rate or
such other rate as NationsBank and the Borrower may agree;
PROVIDED, however, that if any amount shall not be paid when due
(at maturity, by acceleration or otherwise), all amounts
outstanding hereunder shall bear interest thereafter at the
Default Rate.
(b) Interest on the outstanding principal balance of each Loan
shall be computed on the basis of a year of 360 days and
calculated for the actual number of days elapsed. Interest on the
outstanding principal balance of each Loan shall be paid (a)
quarterly in arrears, such payment to be made not later than the
last Business Day of each June, September, December and March
commencing on the last Business Day of June 1999, on each Base
Rate Loan, (b) on the last day of the applicable Interest Period
for each Eurodollar Rate Loan and Competitive Bid Loan, but in no
event less frequently than at the end of each three month period
and (c) upon payment in full of the principal amount of such Loan
at the Revolving Credit Termination Date.
2.4 PAYMENT OF PRINCIPAL. The principal amount of the
Revolving Credit Outstandings, outstanding Competitive Bid Loans
and all Swing Line Outstandings shall be due and payable to the
Agent for the benefit of each Lender in full on the Revolving
Credit Termination Date, or earlier as herein expressly provided.
The principal amount of all Competitive Bid Loans shall be due
and payable to the Lender making such Competitive Bid Loan in
full on the last day of the Interest Period therefor, or earlier
as herein expressly provided. The principal amount of Eurodollar
Rate Loans may only be prepaid at the end of the applicable
Interest Period, unless the Borrower shall pay to the Agent for
the account of the Lenders the amount, if any, required under
SECTION 4.4. The principal amount of Competitive Bid Loans may
only be prepaid at the end of the applicable Interest Period,
unless (i) the Borrower shall have retained in the Competitive
Bid Quote Request with respect to such Competitive Bid Loans the
right of prepayment, and (ii) the Borrower shall
11
<PAGE>
have paid to the Lender making such Competitive Bid Loans or to
the Agent, as applicable, the amounts, if any, required under
SECTION 4.4. The Borrower shall furnish the Agent telephonic
notice of its intention to make a principal payment (including
Competitive Bid Loans) prior to 11:00 A.M. on the date of such
payment. All payments of principal on Loans other than
Competitive Bid Loans and Swing Line Loans shall be in the amount
of $2,500,000 or such greater amount which is an integral
multiple of $500,000.
2.5 NON-CONFORMING PAYMENTS. (a) Each payment of principal
(including any prepayment) and payment of interest (other than
principal and interest on Competitive Bid Loans which shall be
paid to the Lender making such Loans), fees and any other amount
required to be paid to the Lenders with respect to Loans shall be
made to the Agent at the Principal Office, for the account of
each Lender's applicable Lending Office, in Dollars and in
immediately available funds before 12:30 P.M. on the date such
payment is due. The Agent may, but shall not be obligated to,
debit the amount of any such payment which is not made by such
time to any ordinary deposit account, if any, of the Borrower
with the Agent.
(b) The Agent shall deem any payment by or on behalf of the
Borrower hereunder that is not made both (a) in Dollars and in
immediately available funds and (b) prior to 12:30 P.M. on the
date payment is due to be a non-conforming payment. Any such
payment shall not be deemed to be received by the Agent until the
time such funds become available funds. Non-conforming payments
may constitute or become a Default or Event of Default. Interest
shall continue to accrue on any principal as to which a
non-conforming payment is made until the later of (x) the date
such funds become available funds or (y) the next succeeding
Business Day) at the Default Rate.
(c) In the event that any payment hereunder or under the Notes
becomes due and payable on a day other than a Business Day, then
such due date shall be extended to the next succeeding Business
Day unless provided otherwise under clause (ii) of the definition
of "Interest Period"; provided that interest shall continue to
accrue during the period of any such extension and PROVIDED
further, that in no event shall any such due date be extended
beyond the Revolving Credit Termination Date.
2.6 NOTES. (a) Revolving Loans made by each Lender, shall be
evidenced by, and be repayable with interest in accordance with
the terms of, the Revolving Note payable to the order of such
Lender in the amount of its Applicable Commitment Percentage of
the Total Revolving Credit Commitment, which Revolving Note shall
be dated the Closing Date or such later date pursuant to an
Assignment and Acceptance or an amendment to this Agreement and
shall be duly completed, executed and delivered by the Borrower.
(b) Swing Line Loans made by NationsBank shall be evidenced by
the Swing Line Note in the principal amount of $15,000,000, and
shall be repayable with interest in accordance with the terms of
the Swing Line Note dated the Closing Date and duly executed and
delivered by each Borrower.
12
<PAGE>
(c) Competitive Bid Loans made by any Lender shall be
evidenced by, and be repayable with interest in accordance with
the terms of, the Competitive Bid Note payable to the order of
such Lender in the amount of the Total Revolving Credit
Commitment (but the aggregate outstanding principal amount of
Competitive Bid Loans may not at any time exceed one hundred
percent (100%) of the Total Revolving Credit Commitment) which
shall be dated the date of issuance or such later date pursuant
to an Assignment and Acceptance and shall be duly completed,
executed and delivered by the Borrower.
2.7 PRO RATA PAYMENTS. Except as otherwise provided herein,
(a) each payment and prepayment on account of the principal of
and interest on the Loans (other than Competitive Bid Loans and
Swing Line Loans) and the fees described in SECTIONS 2.10 hereof
shall be made to the Agent in the aggregate amount payable to the
Lenders for the account of the Lenders pro rata based on their
Applicable Commitment Percentages, (b) each payment of principal
and interest on the Competitive Bid Loans shall be made to (i)
the Agent for the account of the respective Lender making such
Competitive Bid Loan if the Borrower has elected that the Agent
act under SECTION 2.2(G) hereof and (ii) otherwise directly to
the Lender making such Competitive Bid Loan, (c) each payment of
principal and interest on Swing Line Loans shall be made to the
Agent for the account of NationsBank, (d) all payments to be made
by the Borrower for the account of each of the Lenders on account
of principal, interest and fees, shall be made without set-off or
counterclaim, and (e) the Agent will distribute such payments
when received to the Lenders as provided for herein and subject
to SECTION 4.6."
(e) SECTION 2.10 is hereby amended in its entirety so that as
amended it shall read as follows:
"2.10. UNUSED FEES. For the period beginning on the
Closing Date and ending on the Revolving Credit
Termination Date, the Borrower agrees to pay to the Agent
for the benefit of each Lender an unused fee equal to the
Applicable Unused Fee multiplied by the average daily
amount of the unused portion of such Lender's Revolving
Credit Commitment. For each Lender, the amounts
outstanding under Competitive Bid Loans and such Lender's
Applicable Commitment Percentage of Letter of Credit
Outstandings shall be subtracted from such Lender's
Revolving Credit Commitment in making the calculation of
its unused fee but in no event shall the unused fee be
less than zero for any period. Swing Line Loans shall not
be outstanding Loans for purposes of determining such
fee. Such fee shall be due in arrears on the last
Business Day of each June, September, December and March
commencing September 30, 1997 to and on the Revolving
Credit Termination Date. Notwithstanding the foregoing,
so long as any Lender fails to make available any portion
of its Revolving Credit Commitment when requested, such
Lender shall not be entitled to receive payment of its
pro rata share of such fee until such Lender shall make
available such portion. Such fee shall be
13
<PAGE>
calculated on the basis of a year of 360 days for the
actual number of days elapsed.
(f) SECTION 2.12 is hereby amended in its entirety so that as
amended it shall read as follows:
"2.12. USE OF PROCEEDS. The proceeds of the Loans made
pursuant to the Revolving Credit Facility, the
Competitive Bid Facility, the Swing Line and the Letter
of Credit issued pursuant to the Letter of Credit
Facility shall be used by the Borrower (i) for working
capital needs and (ii) for general corporate purposes,
including the making of Acquisitions permitted
hereunder."
(g) Wherever there is a cross reference to SECTION 2.8 in the
Agreement, such cross reference is hereby amended to refer to
SECTION 2.9.
(h) Clause (iii) of the first sentence of SECTION 3.1 is
hereby amended in its entirety so that as amended it shall read
as follows:
"(iii) no Letter of Credit shall be issued if, after
giving effect thereto, the principal amount of
Outstandings shall exceed the Total Revolving Credit
Commitment."
(i) SECTIONS 4.1 THROUGH 4.5 are hereby amended in order that
(i) wherever the phrase "Eurodollar Rate Loan" or "Eurodollar
Rate Loans" appears in any of such Sections, such phrase shall
include all Competitive Bid Loans which bear interest at the
Eurodollar Competitive Rate and (ii) wherever the phrase
"Eurodollar Rate" appears in such Sections, such phrase shall
include "Eurodollar Competitive Rate." In addition, SECTION 4.1
is further amended in order that wherever the phrase "Eurodollar
Rate" appears in such Section, such phrase shall include
"Absolute Rate."
(j) Clause (iv) of SECTION 5.2(E) is hereby amended in its
entirety so that as amended it shall read as follows:
"(iv) a Revolving Loan, Swing Line Loan, Competitive Bid
Loan or a Letter of Credit or renewal thereof, the sum of
the Outstandings shall not exceed the Total Revolving
Credit Commitment."
(k) SECTION 8.16 is hereby amended by deleting the figure
"$260,000,000 appearing therein and inserting in lieu thereof the
figure "$315,000,000".
(l) Clause (iii) of SECTION 11.1 is hereby amended in its
entirety so that as amended it shall read as follows:
"(iii) each assignment by a Lender shall be of a
constant, and not a varying, percentage of all of its
rights and obligations under this Agreement (including
14
<PAGE>
Loans and Participations but excluding outstanding
Competitive Bid Loans); and"
(m) EXHIBIT A to the Agreement is hereby amended in its
entirety so that as amended it is in the form attached as EXHIBIT
A to this Amendment Agreement.
3. GUARANTORS. Each of the Guarantors has joined into the execution of this
Agreement for the purpose of consenting to the amendment contained herein and
reaffirming its guaranty of the Obligations as increased by the terms of this
Amendment Agreement.
4. BORROWER'S REPRESENTATIONS AND WARRANTIES. The Borrower hereby represents,
warrants and certifies that:
1. The representations and warranties made by it in Article VI of
the Credit Agreement are true on and as of the date hereof before
and after giving effect to this Agreement except that the
financial statements referred to in Section 6.6(a) shall be those
most recently furnished to each Lender pursuant to Section 7.1(a)
and (b) of the Credit Agreement and except that SCHEDULE 6.10 is
replaced with SCHEDULE 6.10 attached hereto;
a) The Borrower has the power and authority to execute and perform this
Agreement and has taken all action required for the lawful execution, delivery
and performance thereof.
b) There has been no material adverse change in the condition, financial or
otherwise, of the Borrower and its Subsidiaries since the date of the most
recent financial reports of the Borrower received by each Lender under Section
7.1 of the Credit Agreement, other than changes in the ordinary course of
business, none of which has been a material adverse change;
c) The business and properties of the Borrower and its Subsidiaries are not, and
since the date of the most recent financial report of the Borrower and its
Subsidiaries received by the Agent under Section 7.1 of the Credit Agreement
have not been, adversely affected in any substantial way as the result of any
fire, explosion, earthquake, accident, strike, lockout, combination of workmen,
flood, embargo, riot, activities of armed forces, war or acts of God or the
public enemy, or cancellation or loss of any major contracts; and
d) No event has occurred and no condition exists which, upon the consummation of
the transaction contemplated hereby, constituted a Default or an Event of
Default on the part of the Borrower under the Credit Agreement or the Notes
either immediately or with the lapse of time or the giving of notice, or both.
5. CONDITIONS TO EFFECTIVENESS. This Amendment Agreement shall become
effective upon receipt by the Agent of the following:
(a) twelve (12) counterparts of this Amendment Agreement
executed by the parties hereto;
15
<PAGE>
(b) Revolving Notes in favor of each Lender whose Revolving
Credit Commitment is increasing in the amount of its Revolving
Credit Commitment and Competitive Bid Notes in favor of each
Lender in the amount of the Competitive Bid Facility;
(c) an opinion of counsel for the Borrower and each of its
Subsidiaries in form acceptable to the Agent;
(d) copies of resolutions of the Boards of Directors of the
Borrower and each of its Subsidiaries authorizing the transaction
contemplated by this Amendment Agreement certified by the
Secretary or Assistant Secretary of each Borrower and Subsidiary;
and
(e) such other instruments and documents as the Agent may
reasonably request.
6. ENTIRE AGREEMENT. This Agreement sets forth the entire understanding and
agreement of the parties hereto in relation to the subject matter hereof and
supersedes any prior negotiations and agreements among the parties relative to
such subject matter. None of the terms or conditions of this Agreement may be
changed, modified, waived or canceled orally or otherwise, except by writing,
signed by all the parties hereto, specifying such change, modification, waiver
or cancellation of such terms or conditions, or of any proceeding or succeeding
breach thereof.
7. FULL FORCE AND EFFECT OF AGREEMENT. Except as hereby specifically amended,
modified or supplemented, the Credit Agreement and all of the other Loan
Documents are hereby confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms.
8. COUNTERPARTS. This Agreement may be executed in any number of counterparts
and all the counterparts taken together shall be deemed to constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their duly authorized officers, all as of the day and year first
above written.
BORROWER:
WATSCO, INC.
WITNESS:
/s/ SUMNER N. SMITH By: /s/ ANA MENENDEZ
- --------------------------- -----------------------------
Name: Ana Menendez
/s/ SALLY Y. HERTZ Title: Treasurer
- ---------------------------
16
<PAGE>
GUARANTORS:
WATSCO INVESTMENTS I, INC.
WATSCO INVESTMENTS II, INC.
CDS HOLDINGS, INC.
COASTLINE DISTRIBUTION, INC.
A&C DISTRIBUTORS, INC.
GEMAIRE DISTRIBUTORS, INC.
H.B. ADAMS DISTRIBUTORS, INC.
GEM CREDIT CORPORATION
THE FLORIDA AD COMPANY
GEMAIRE INTERNATIONAL, INC.
GEMAIRE HOLDINGS, INC.
GEMAIRE CARIBE, INC.
COMFORT SUPPLY, INC.
WATSCO EXPORT, INC.
THE HOUSTON AD COMPANY, INC.
HEATING & COOLING SUPPLY, INC.
THREE STATES SUPPLY COMPANY, INC.
CP DISTRIBUTORS, INC.
COMFORT PRODUCTS DISTRIBUTING, INC.
CENTRAL PLAINS DISTRIBUTING, INC.
CENTRAL AIR CONDITIONING
DISTRIBUTORS, INC.
WEATHERTROL SUPPLY COMPANY
AIR SYSTEMS DISTRIBUTORS, INC.
DUNHILL STAFFING SYSTEMS, INC.
DUNHILL TEMPORARY SYSTEMS OF
INDIANAPOLIS, INC.
DUNHILL TEMPORARY SYSTEM OF
INDIANAPOLIS, L.P.
DUNHILL TEMPORARY SYSTEMS, INC.
WITNESS: DUNHILL PERSONNEL SYSTEM OF
NEW JERSEY, INC.
/s/ SUMNER N. SMITH DUNHILL STAFFING SYSTEMS OF
- ------------------------------ MILWAUKEE, INC.
DUNHILL ENTERPRISES, INC.
/s/ SALLY Y. HERTZ
- ------------------------------ By: /s/ ANA MENENDEZ
-----------------------------------
Name: Ana Menendez
Title: Treasurer
<PAGE>
BAKER DISTRIBUTING COMPANY
INTERCOMPANY SERVICES
INCORPORATED
AIR SUPPLY, INC.
WSO DISTRIBUTORS LLC
WSO HOLDINGS LLC
DUNHILL HOLDINGS LLC
BELKNAP COMPANY
A C EQUIPMENT & PARTS, INC.
SUPERIOR SUPPLY COMPANY, INC.
SUPERIOR SUPPLY COMPANY OF
OKLAHOMA, INC.
KAUFMAN SUPPLY, INC.
YRK HOLDINGS, INC.
HOMANS ASSOCIATES, INC.
HEAT INCORPORATED
COMFORT-AIRE DISTRIBUTORS
WITNESS: NSI SUPPLY, INC.
WILLIAM WURZBACH COMPANY, INC.
/s/ SUMNER N. SMITH
- ----------------------------
/s/ SALLY Y. HERTZ By: /s/ ANA MENENDEZ
- ---------------------------- ----------------------------------
Name: Ana Menendez
Title: Treasurer
<PAGE>
AGENT:
NATIONSBANK, NATIONAL ASSOCIATION, as Agent
for the Lenders
By: /s/ RICHARD M. STARKE
-----------------------------------------
Name: Richard M. Starke
Title: Senior Vice President
LENDERS:
NATIONSBANK, NATIONAL ASSOCIATION
By: /s/ RICHARD M. STARKE
-----------------------------------------
Name: Richard M. Starke
Title: Senior Vice President
<PAGE>
FIRST UNION NATIONAL BANK
By: /s/ LLOYD KOSSALLY
----------------------------------------
Name: Lloyd Kossally
Title: Senior Vice President
<PAGE>
SUNTRUST BANK, MIAMI, N.A.
By: /s/ DAVID J. EDGE
----------------------------------------
Name: David J. Edge
Title: Vice President
<PAGE>
THE BANK OF NEW YORK
By: /s/ DAVID C. SIEGEL
----------------------------------------
Name: David C. Siegel
Title: Vice President
<PAGE>
THE BANK OF TOKYO-MITSUBISHI, LTD.
By: /s/ THOMAS M. FENNESSEY
----------------------------------------
Name: Thomas M. Fennessey
Title: Vice President
<PAGE>
COMERICA BANK
By: /s/ MARTIN G. ELLIS
----------------------------------------
Name: Martin G. Ellis
Title: Vice President
<PAGE>
WACHOVIA BANK, N.A.
By: /s/ PATRICK A. PHELAN
----------------------------------------
Name: Patrick A. Phelan
Title: Vice President
<PAGE>
DRESDNER BANK LATEINAMERIKA AG
By: /s/ JOSEFINA HERNANDEZ
----------------------------------------
Name: Josefina Hernandez
Title: Assistant Vice President
By: /s/ ANTONIO ABIANTUM
----------------------------------------
Name: Antonio Abiantum
Title: Assistant Vice President
<PAGE>
DG BANK DEUTSCHE
GENOSSENSCHAFTSBANK
AG, CAYMAN ISLANDS BRANCH
By: /s/ JAMES L. YAGER
----------------------------------------
Name: James L. Yager, CPA
Title: Vice President
By: /s/ ERIC K. ZIMMERMAN
----------------------------------------
Name: Eric K. Zimmerman
Title: Assistant Vice President
<PAGE>
THE INDUSTRIAL BANK OF JAPAN,
LIMITED
By: /s/ MINAMI MIVRA
----------------------------------------
Name: Minami Mivra
Title: Vice President
<PAGE>
THE NORTHERN TRUST COMPANY
By: /s/ RANHEELA GILL ANWAR
----------------------------------------
Name: Ranheela Gill Anwar
Title: Vice President
<PAGE>
EXHIBIT A
Applicable Commitment Percentages
Revolving Applicable
Credit Commitment
Lender Commitment Percentage
- --------------------------------- ------------ -------------
NationsBank, National Association $ 75,000,000 23.809523810%
First Union National Bank $ 55,000,000 17.460317460%
SunTrust Bank, Miami, N.A. $ 30,000,000 9.523809524%
Dresdner Bank Lateinamerika AG $ 25,000,000 4.761904762%
The Bank of New York $ 15,000,000 4.761904762%
The Bank of Tokyo-Mitsubishi, Ltd. $ 15,000,000 4.761904762%
Comerica Bank $ 15,000,000 4.761904762%
DG Bank Deutsche Genossenschaftsbank
AG, Cayman Islands Branch $ 15,000,000 4.761904762%
The Northern Trust Company $ 15,000,000 4.761904762%
------------ ------------
$315,000,000 100%
<PAGE>
EXHIBIT F-2
Form of Swing Line Loan
$15,000,000.00 Charlotte, North Carolina
August 8, 1997
FOR VALUE RECEIVED, WATSCO, INC., a Florida corporation having its
principal place of business located in Miami, Florida (the "Borrower"), hereby
promises to pay to the order of
NATIONSBANK, NATIONAL ASSOCIATION (the "Lender"), in its individual
capacity, at the office of NATIONSBANK, NATIONAL ASSOCIATION, as agent for the
Lenders (the "Agent"), located at One Independence Center, 101 North Tryon
Street, NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place
or places as the Agent may designate in writing) at the times set forth in the
Amended and Restated Revolving Credit and Reimbursement Agreement dated as of
August 8, 1997 among the Borrower, the financial institutions party thereto
(collectively, the "Lenders") and the Agent (the "Agreement" -- all capitalized
terms not otherwise defined herein shall have the respective meanings set forth
in the Agreement), in lawful money of the United States of America, in
immediately available funds, the aggregate unpaid principal amount of the Swing
Line Loans made by the Lender to the Borrower pursuant to the Agreement and to
pay interest on the unpaid principal amount of each such Swing Line Loan, in
like money, at said office, for the period commencing on the date of such Swing
Line Loan until such Swing Line Loan shall be paid in full, on the dates and at
the rates provided in Article II of the Agreement. All or any portion of the
principal amount of Swing Line Loans may be prepaid as provided in the
Agreement.
If payment of all sums due hereunder is accelerated under the terms of
the Agreement or under the terms of the other Loan Documents executed in
connection with the Agreement, the then remaining principal amount of Loans and
accrued but unpaid interest thereon shall bear interest which shall be payable
on demand at the rates per annum set forth in the proviso to SECTION 2.2(A) of
the Agreement. Further, in the event of such acceleration, this Swing Line Note
shall become immediately due and payable, without presentation, demand, protest
or notice of any kind, all of which are hereby waived by the Borrower.
In the event any amount evidenced by this Swing Line Note is not paid
when due at any stated or accelerated maturity, the Borrower agrees to pay, in
addition to the principal and interest, all costs of collection, including
reasonable attorneys' fees, and interest due hereunder thereon at the rates set
forth above.
Interest hereunder shall be computed as provided in the Agreement.
This Swing Line Note is one of the Notes referred to in the Agreement
and is issued pursuant to and entitled to the benefits and security of the
Agreement to which reference is hereby made for a more complete statement of the
terms and conditions upon which the Swing Line Loans evidenced hereby were or
are made and are to be repaid. This Swing Line Note is subject to certain
restrictions on transfer or assignment as provided in the Agreement.
This Swing Line Note shall be governed by and construed in accordance
with the internal substantive laws of the State of North Carolina.
All Persons bound on this obligation, whether primarily or secondarily
liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive
to the full extent permitted by law the benefits of all provisions of law for
stay or delay of execution or sale of property or other satisfaction of judgment
against any of them on account of liability hereon until judgment be obtained
and execution issues against any other of them and returned satisfied or until
it can be shown that the maker or any other party hereto had no property
available for the satisfaction of the debt evidenced by this instrument, or
until any other proceedings can be had against any of them, also their right, if
any, to require the holder hereof to hold as security for this Swing Line Note
any collateral deposited by any of said Persons as security. Protest, notice of
protest, notice of dishonor, diligence or any other formality are hereby waived
by all parties bound hereby.
[Remainder of page intentionally left blank.]
<PAGE>
IN WITNESS WHEREOF, the Borrower has caused this Swing Line Note to be
made, executed and delivered by its duly authorized representative as of the
date and year first above written, all pursuant to authority duly granted.
WATSCO, INC.
WITNESS:
______________________ By: _______________________________
Name: Barry S. Logan
______________________ Title: Vice President Finance
and Chief Financial Officer
<PAGE>
EXHIBIT F-3
FORM OF COMPETITIVE BID NOTE
PROMISSORY NOTE
$315,000,000 _______________
__________, 1999
FOR VALUE RECEIVED, WATSCO, INC., a Florida corporation having its
principal place of business located in Coconut Grove, Florida (the "Borrower")
hereby promises to pay as provided in the Credit Agreement (as defined below),
to the order of
____________________________________ (the "Lender"), in its individual
capacity, at the office of NationsBank, N.A., as administrative agent for the
Lender (the "Agent"), located at 101 North Tryon Street, 15th Floor,
NC1-001-15-04, Charlotte, North Carolina 28255 (or at such other place or places
as the Agent may designate) at the times set forth in the Amended and Restated
Revolving Credit and Reimbursement Agreement dated August 8, 1997 among the
Borrowers, the financial institutions party thereto (collectively, the
"Lenders") and the Administrative Agent (as amended, supplemented or otherwise
modified and in effect from time to time, the "Credit Agreement"; all
capitalized terms not otherwise defined herein shall have the respective
meanings set forth in the Credit Agreement), in lawful money of the United
States of America and in immediately available funds, the aggregate unpaid
principal amount of all Competitive Bid Loans made by the Lender to the
Borrower, on the dates and in the principal amounts set forth in the Lender's
Competitive Bid Quote and accepted by the Borrower, and to pay interest on the
unpaid principal amount of each such Competitive Bid Loan, at such office, in
like money and funds, for the period commencing on the date of such Competitive
Bid Loan until such Competitive Bid Loan shall be paid in full, at the rates per
annum and on the dates set forth in the Lender's Competitive Bid Quote and
accepted by the Borrower.
The date, amount, type of loan, interest rate and maturity date of each
Competitive Bid Loan made by the Lender to the Borrower, and each payment made
on account of the principal thereof, shall be recorded by the Lender on its
books and, prior to any transfer of this Note, endorsed by the Lender on the
schedule attached hereto or any continuation thereof, PROVIDED that the failure
of the Lender to make any such recordation or endorsement shall not affect the
obligations of the Borrower to make a payment when due of any amount owing under
the Credit Agreement or hereunder in respect of the Competitive Bid Loans made
by the Lender.
This Note is one of the Competitive Bid Notes referred to in the Credit
Agreement and is issued pursuant to and entitled to the benefits and security of
the Credit Agreement to which reference is hereby made for a more complete
statement of the terms and conditions upon which the Competitive Bid Loans
evidenced hereby were made or are made and are to be repaid. This Note is
subject to certain restrictions on transfer or assignment as provided in the
Agreement.
<PAGE>
If payment of all sums due hereunder is accelerated under the terms of
the Credit Agreement or under the terms of the other Loan Documents executed in
connection with the Credit Agreement, the then remaining principal amount and
accrued but unpaid interest shall bear interest which shall be payable on demand
at the rates per annum set forth in ARTICLE II of the Credit Agreement, or the
maximum rate permitted under applicable law, if lower, until such principal and
interest have been paid in full. Further, in the event of such acceleration,
this Note, and all other indebtedness of the Borrower to the Lender under the
Loan Documents shall become immediately due and payable, without presentation,
demand, protest or notice of any kind, all of which are hereby waived by the
Borrowers. Upon acceleration interest shall be payable at the Absolute Rate or
the Eurodollar Competitive Rate, as the case may be, plus two percent (2%) per
annum.
In the event this Note is not paid when due at any stated or
accelerated maturity, the Borrowers agree to pay, in addition to the principal
and interest, all costs of collection, including reasonable attorneys' fees, and
interest thereon at the rates set forth above.
Interest hereunder shall be computed on the basis of a 360 day year
for the actual number of days in the interest period.
The Credit Agreement provides for the acceleration of the maturity of
this Note upon the occurrence of certain events upon the terms and conditions
specified therein.
Except as permitted by SECTION 11.1 of the Credit Agreement, this Note
may not be assigned by the Lender to any other Person.
This Note shall be governed by, and construed in accordance with, the
laws of the State of Florida.
All Persons bound on this obligation, whether primarily or secondarily
liable as principals, sureties, guarantors, endorsers or otherwise, hereby waive
to the full extent permitted by law the benefits of all provisions of law for
stay or delay of execution or sale of property or other satisfaction of judgment
against any of them on account of liability hereon until judgment be obtained
and execution issues against any other of them and returned satisfied or until
it can be shown that the maker or any other party hereto had no property
available for the satisfaction of the debt evidenced by this instrument, or
until any other proceedings can be had against any of them, also their right, if
any, to require the holder hereof to hold as security for this Note any
collateral deposited by any of said Persons as security. Protest, notice of
protest, notice of dishonor, diligence or any other formality are hereby waived
by all parties bound hereon.
IN WITNESS WHEREOF, the Borrower has caused this Note to be made,
executed and delivered by its duly authorized representative as of the date and
year first above written, all pursuant to authority duly granted.
WATSCO, INC.
WITNESS: By:
Name:
Title:
<PAGE>
SCHEDULE OF COMPETITIVE BID LOANS
This Note evidences Competitive Bid Loans made under the
within-described Credit Agreement to the Borrower, on the dates, in the
principal amounts, of the types, bearing interest at the rates and maturing on
the dates set forth below, subject to the payments and prepayments of principal
set forth below:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Date Principal Type of Loan Maturity Unpaid
of Amount (Absolute Rate or Eurodollar Interest Date of Amount Paid Principal Notation
Loan of Loan Competitive Rate) Rate Loan or Prepaid Amount Made By
</TABLE>
<PAGE>
EXHIBIT J
FORM OF COMPETITIVE BID QUOTE REQUEST
[Date]
To: NationsBank, N.A.,
as administrative agent
Attention: Agency Services
Re: Competitive Bid Quote Request
Pursuant to SECTION 2.2 of the Amended and Restated Revolving Credit
and Reimbursement Agreement dated as of August 8, 1997 (as amended, supplemented
or otherwise modified and in effect from time to time, the "Credit Agreement")
among Watsco, Inc., the lenders named therein and NationsBank, N.A., as agent,
we hereby give notice that we request Competitive Bid Quotes, [with][without]
the right of prepayment, for the following proposed Competitive Bid
Borrowing(s):
Borrowing Type of Quotation Interest
Date(1) Loan(2) Date Amount(3) Period(4)
Terms used herein have the meanings assigned to them in the Credit
Agreement.
[Watsco, Inc.]
By:
Authorized Representative
_________________________________________
(1) At least four (4) Business Days later if at the Eurodollar
Competitive Rate.
(2) Competitive Bid Loan at
(a) Absolute Rate; or
(b) Eurodollar Competitive Rate
(3) Each amount must be $____________ or a multiple of $___________ in
excess thereof. 4 A period of up to 120 days after the making of
such Competitive Bid Loan and ending on a Business Day for
Competitive Bid Loans at the Absolute Rate. For any Competitive
Bid Loan at the Eurodollar Competitive Rate, one week or one, two,
three or six months.
<PAGE>
EXHIBIT K
FORM OF COMPETITIVE BID QUOTE
To: [Watsco, Inc.] ("Borrower") [or NationsBank, N.A., as
administrative agent]
Attention: [__________]
Re: Competitive Bid Quote
The Competitive Bid Quote is given in accordance with SECTION 2.2 of
the Amended and Restated Revolving Credit and Reimbursement Agreement dated as
of August 8, 1997 (as amended, supplemented or otherwise modified and in effect
from time to time, the "Credit Agreement") among Watsco, Inc., the lenders named
therein and NationsBank, N.A., as administrative agent. Terms defined in the
Credit Agreement are used herein as defined therein.
In response to the Borrower's invitation dated ______________, ____, we
hereby make the following Competitive Bid Quote(s) on the following terms:
1. Quoting Lender:
2. Person to contact at Quoting Lender:
3. We hereby offer to make Competitive Bid Loan(s) in the
following principal amount(s), for the following interest Period(s) and
at the following rate(s):
Borrowing Type of Quotation Interest
Date Loan(1) Date(2) Amount(3) Period(4)
RATE5
- ------------------------------
(1) At Absolute Rate or Eurodollar Competitive Rate
(2) As specified in the related Competitive Bid Quote Request
(3) The principal amount bid for each Interest Period may not exceed the
principal amount requested. Bids must be made for at least $__________ or a
multiple of $______________ in excess thereof.
(4) A period of up to 120 days after the making of such Competitive Bid
Loan and ending on a Business Day for Competitive Bid Loans at the Absolute
Rate. For Competitive Bid Loans at the Eurodollar Competitive Rate, one week or
one, two, three, or six months, as specified in the related Competitive Bid
Quote Request.
(5) Specify positive margin or negative margin to be added to or
deducted from the InterBank Offered Rate.
<PAGE>
We understand and agree that the offer(s) set forth above, subject to
the satisfaction of the applicable conditions set forth in the Credit Agreement,
irrevocably obligate(s) us to make the Competitive Bid Loan(s) for which any
offer(s) (is/are) accepted, in whole or in part.
Dated: ______________, ____
Very truly yours,
[NAME OF LENDER]
By:
Authorized Officer
- --------
Insert name of Lender
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE WATSCO,
INC. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 7,140
<SECURITIES> 0
<RECEIVABLES> 188,396
<ALLOWANCES> 6,211
<INVENTORY> 244,703
<CURRENT-ASSETS> 456,240
<PP&E> 59,617
<DEPRECIATION> 28,588
<TOTAL-ASSETS> 633,005
<CURRENT-LIABILITIES> 113,889
<BONDS> 218,793
0
0
<COMMON> 14,352
<OTHER-SE> 283,292
<TOTAL-LIABILITY-AND-EQUITY> 633,005
<SALES> 331,011
<TOTAL-REVENUES> 331,011
<CGS> 253,862
<TOTAL-COSTS> 253,862
<OTHER-EXPENSES> 54,126
<LOSS-PROVISION> 1,862
<INTEREST-EXPENSE> 3,387
<INCOME-PRETAX> 17,774
<INCOME-TAX> 6,601
<INCOME-CONTINUING> 11,173
<DISCONTINUED> 404
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,577
<EPS-BASIC> .40
<EPS-DILUTED> .39
</TABLE>
