Watts Water Technologies, Inc. (NYSE: WTS) today announced results for
the fourth quarter and year ended December 31, 2012. Net income per
diluted share for the fourth quarter of 2012 was $0.44, as compared to
$0.47 for the fourth quarter of 2011. Net income per diluted share from
continuing operations (EPS) for the fourth quarter of 2012 was $0.52 as
compared to $0.47 for the fourth quarter of 2011. Adjusting for special
items, fourth quarter 2012 adjusted EPS was $0.61, compared to fourth
quarter 2011 adjusted EPS of $0.56. A summary of fourth quarter and full
year financial results is as follows:
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Fourth Quarter and Full Year Earnings Summary
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(In millions, except per share information)
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Fourth quarter ended December 31
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Year ended December 31
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2012
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2011
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% Change
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2012
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2011
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% Change
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Sales
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$
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359.2
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$
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357.5
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0.5
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%
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$
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1,445.6
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$
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1,428.1
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1
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%
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Net income from continuing operations
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18.4
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17.2
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7
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%
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70.6
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64.4
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10
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%
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Income (loss) from discontinued operations, net of taxes
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(2.9
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(0.2
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NA
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(2.2
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2.0
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NA
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Net income
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$
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15.5
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$
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17.0
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-9
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%
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$
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68.4
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$
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66.4
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3
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%
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Diluted earnings per share from continuing operations
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$
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0.52
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$
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0.47
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11
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%
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$
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1.96
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$
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1.72
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14
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%
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Special items
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0.09
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0.10
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0.22
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0.46
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Adjusted earnings per share from continuing operations
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$
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0.61
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$
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0.56
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9
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%
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$
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2.18
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$
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2.18
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0.0
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%
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All financial information and period-to-period references are on a
continuing operations basis unless otherwise noted. Reconciliations
to discontinued operations and generally accepted accounting principles
(GAAP) and non-GAAP reconciliations are provided in the attached
financial tables. 2011 fourth quarter and year-to-date results have been
recast to reflect Flomatic as a discontinued operation.
Fourth Quarter/Full Year Highlights:
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Fourth quarter 2012 sales were essentially flat compared with fourth
quarter of 2011, with organic growth and acquired growth being
substantially offset by the impact of negative foreign exchange,
related primarily to a weakening of the euro against the U.S dollar.
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Adjusted 2012 fourth quarter EPS of $0.61 represents an increase of
8.9% over the fourth quarter of 2011. Excluding the acquisition of
tekmar Control Systems (tekmar), the net effect of the share
repurchase program and the effect of the negative impact of a
weakening euro, the increase was 4% over the fourth quarter of last
year.
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Adjusted earnings were positively affected by a favorable blended tax
rate in EMEA driven by the mix of earnings by country.
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Adjusted operating margin of 10.4% for the fourth quarter of 2012 was
essentially flat with the fourth quarter of 2011; operating margins on
a GAAP basis increased 1.2 percentage points to 8.6% in the fourth
quarter of 2012, as compared to the fourth quarter of 2011.
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Full year 2012 sales increased mainly due to acquisitions and organic
growth, offset substantially by a negative foreign exchange impact.
Full year sales were the highest since 2008.
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Adjusted 2012 full year EPS from continuing operations of $2.18 was
flat with 2011. Excluding the results of acquisitions, the share
repurchase program (net) and the effect of foreign exchange, adjusted
EPS from continuing operations was $2.10, or 4% below 2011 adjusted
EPS.
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2012 free cash flow of $104.8 million represented a 148% cash
conversion rate of free cash flow to net income from continuing
operations. 2012 is the fifth consecutive year that free cash flow has
exceeded net income.
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Completed the disposal of Flomatic Corporation (Flomatic) in the
fourth quarter of 2012, recognizing a net after-tax loss on disposal
of approximately $3.8 million in discontinued operations. Results for
the years ended December 31, 2012 and 2011 have been recast to reflect
Flomatic as a discontinued operation. EPS was reduced by $0.02 for the
full year 2012 and $0.01 for the full year 2011.
North American sales increased $8.9 million to $205.9 million in the
fourth quarter of 2012, compared to $197.0 million for the fourth
quarter of 2011. This increase was due to an organic sales increase of
$4.7 million, or 2.4%, acquired sales of $3.6 million and by favorable
foreign exchange movements of $0.6 million associated with the
strengthening of the Canadian dollar against the U.S. dollar. Sales into
the North American wholesale market were flat organically during the
fourth quarter as compared to the same period in 2011. Organic sales
into the North American DIY home improvement market increased 9.0% for
the fourth quarter of 2012 as compared to the fourth quarter of 2011,
primarily from increased sales of residential and commercial products
and water quality products.
Europe, Middle East and Africa (EMEA) sales decreased $9.1 million to
$145.3 million for the fourth quarter or 2012, compared to $154.4
million for the fourth quarter of 2011. The decrease was due to
unfavorable foreign exchange movements associated with the weakening of
the Euro versus the U.S. dollar of $5.7 million and a reduction in
organic sales of $3.4 million or (2.2%). Organic sales in the EMEA
wholesale market increased by approximately 1% but were offset by a 4%
reduction in OEM sales, as compared to the fourth quarter of 2011. EMEA
segment sales represented approximately 40% and 43% of total Company
sales in the fourth quarters of 2012 and 2011, respectively.
The full year 2012 sales increase of $17.5 million was due to growth
from acquisitions of $51.5 million and organic growth of $10.3 million,
offset by unfavorable foreign exchange movements of $44.3 million.
Organic sales growth in North America of 1.9% was substantially offset
by a decrease in EMEA organic sales of 1.5%. Asia organic sales
increased 18% for the year by expanded marketing and sales efforts in
that region.
Full year free cash flow was $104.8 million in 2012, as compared to free
cash flow of $105.6 million in 2011. The conversion rate of free cash
flow to net income from continuing operations was 148% as compared to
164% in 2011. This is the fifth consecutive year that the Company
generated free cash flows in excess of 140% of net income. At December
31, 2012, net debt to capitalization ratio was 10.7%, as compared to
13.9% at December 31, 2011, the decrease driven primarily by cash
generation during the year. As of year-end, the Company had
approximately $272 million of cash on hand and approximately $265
million in available credit under our credit agreement.
David J. Coghlan, Chief Executive Officer, commented, “We were pleased
with our overall performance in the quarter. Compared to the fourth
quarter of 2011, our organic sales increased by approximately 1%, with
increases in both the North America and Asia segments being offset by a
decrease in the EMEA segment. Adjusted operating margins of 10.4% were
consistent with the third quarter driven by stronger sales than
anticipated in North America. Overall, this year again proved
challenging for the end markets we serve as sales increased organically
by only 1%. EMEA organic sales decreased by 1.5% for the year. However,
given the overall market environment within Europe, we were pleased with
that result. In North America, we invested in our lead-free conversion
program, which negatively affected 2012 results, but we expect positions
us well for the future. We were also very pleased with our continued
progress in Asia, as we saw 18% organic growth in 2012, albeit it from a
small base.”
Mr. Coghlan concluded, “In closing, as part of our One Watts strategy we
made some important investments in both people and systems which
affected near-term operating margins but will position us well as we
move ahead. We took a leadership position in initiating the transition
to lead-free products, which we believe will be an important driver in
our industry for many years. We are seeing the start of a residential
construction recovery in the U.S. and we expect Europe will continue to
be a challenge. However, we like our position in the expanding emerging
Eastern Europe and Middle East export markets. Lastly, we are starting
to see some meaningful growth in our Asia business as we continue to
invest and focus our efforts in leveraging the substantial market
expansion opportunities we see there.”
In this press release we refer to non-GAAP financial measures (including
adjusted operating income, adjusted operating margins, adjusted net
income from continuing operations, adjusted earnings per share, adjusted
earnings per share excluding acquisitions, share repurchases and foreign
exchange impact, free cash flow, net debt to capitalization ratio and
the cash conversion rate of free cash flow to net income from continuing
operations) and provide a reconciliation of those non-GAAP financial
measures to the corresponding financial measures contained in our
consolidated financial statements prepared in accordance with GAAP. We
believe that these financial measures are appropriate to enhance an
overall understanding of our historical financial performance and future
prospects. Adjusted operating income, adjusted operating margins,
adjusted net income from continuing operations and adjusted earnings per
share eliminate certain expenses incurred in the periods presented that
relate primarily to our global restructuring programs, impairment
charges, CEO separation costs and CFO retention costs, significant legal
settlements, product liability and workers’ compensation accrual
increases or decreases, acquisition earn out adjustments, due diligence
costs, acquisition accounting costs, tax adjustments, and other costs
and related tax benefits. Also, adjusted earnings per share excluding
acquisitions, share repurchases and foreign exchange impact, exclude the
effect of each of those items on adjusted EPS. Management then utilizes
these adjusted financial measures to assess the run-rate of the
Company’s continuing operations against those of comparable periods
without the distortion of those factors. Free cash flow and the net debt
to capitalization ratio, which are adjusted to exclude certain cash
inflows and outlays, and include only certain balance sheet accounts
from the comparable GAAP measures, are an indication of our performance
in cash flow generation and also provide an indication of the Company's
relative balance sheet leverage to other industrial manufacturing
companies. The cash conversion rate of free cash flow to net income from
continuing operations is also a measure of our performance in cash flow
generation. These non-GAAP financial measures are among the primary
indicators management uses as a basis for evaluating our cash flow
generation and our capitalization structure. In addition, free cash flow
is used as a criterion to measure and pay certain compensation-based
incentives. For these reasons, management believes these non-GAAP
financial measures can be useful to investors, potential investors and
others. The Company’s non-GAAP financial measures may not be comparable
to similarly titled measures reported by other companies. The
presentation of this additional information is not meant to be
considered in isolation or as a substitute for financial measures
prepared in accordance with GAAP.
Watts Water Technologies, Inc. will hold a live web cast of its
conference call to discuss fourth quarter and year end results for 2012
on Wednesday, February 20, 2013, at 9:00 a.m. Eastern Time. This press
release and the live web cast can be accessed by visiting the Investor
Relations section of the Company's website at www.wattswater.com.
Following the web cast, an archived version of the call will be
available at the same address until February 20, 2014.
The Company's 2013 Annual Meeting of Stockholders will be held at 9:00
a.m. on Wednesday, May 15, 2013 at the Company’s executive offices
located at 815 Chestnut Street, North Andover, Massachusetts.
Watts Water Technologies, Inc., through its subsidiaries, is a world
leader in the manufacture of innovative products to control the
efficiency, safety, and quality of water within residential, commercial,
and institutional applications. Watts’s expertise in a wide variety of
water technologies enables it to be a comprehensive supplier to the
water industry.
This Press Release may include statements that are not historical facts
and are considered forward-looking within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements reflect Watts Water Technologies’ current views about future
results of operations and other forward-looking information. In some
cases you can identify these statements by forward-looking words such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,”
“should” and “would” or similar words. You should not rely on
forward-looking statements because Watts’ actual results may differ
materially from those indicated by these forward-looking statements as a
result of a number of important factors. These factors include, but are
not limited to, the following: the current economic and financial
condition, which can affect levels of housing starts and remodeling,
affecting the markets where the Company’s products are sold,
manufactured, or marketed; shortages in and pricing of raw materials and
supplies; loss of market share through competition; introduction of
competing products by other companies; pressure on prices from
competitors, suppliers, and/or customers; changes in variable interest
rates on Company borrowings; identification and disclosure of material
weaknesses in our internal control over financial reporting; failure to
expand our markets through acquisitions; failure or delay in developing
new products; lack of acceptance of new products; failure to manufacture
products that meet required performance and safety standards; foreign
exchange rate fluctuations; cyclicality of industries, such as plumbing
and heating wholesalers and home improvement retailers, in which the
Company markets certain of its products; environmental compliance costs;
product liability risks; the results and timing of the Company’s
manufacturing restructuring plan; changes in the status of current
litigation; and other risks and uncertainties discussed under the
heading “Item 1A. Risk Factors” and in Note 14 of the Notes to the
Consolidated Financial Statements in the Watts Water Technologies, Inc.
Annual Report on Form 10-K for the year ended December 31, 2011 filed
with the Securities Exchange Commission and other reports Watts files
from time to time with the Securities and Exchange Commission. Watts
does not intend to, and undertakes no duty to, update the information
contained in this Press Release, except as required by law.
WATTS WATER TECHNOLOGIES, INC. AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
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(Amounts in millions, except per share information)
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(Unaudited)
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Fourth Quarter Ended
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Year Ended
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December 31,
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December 31,
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December 31,
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December 31,
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2012
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2011
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2012
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2011
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STATEMENTS OF INCOME
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Net sales
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$
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359.2
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$
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357.5
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$
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1,445.6
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$
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1,428.1
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Net income from continuing operations
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$
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18.4
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$
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17.2
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$
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70.6
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$
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64.4
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Income (loss) from discontinued operations
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(2.9
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(0.2
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(2.2
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2.0
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Net income
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$
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15.5
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$
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17.0
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$
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68.4
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$
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66.4
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DILUTED EARNINGS PER SHARE
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Weighted Average Number of Common Shares & Equivalents
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35.5
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36.8
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36.1
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37.5
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Net income (loss) per share
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Continuing operations
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$
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0.52
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$
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0.47
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$
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1.96
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$
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1.72
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Discontinued operations
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(0.08
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-
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(0.06
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)
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0.05
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Net income
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$
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0.44
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$
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0.47
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$
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1.90
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$
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1.78
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Cash dividends per share
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$
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0.11
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$
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0.11
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$
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0.44
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$
|
0.44
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WATTS WATER TECHNOLOGIES, INC. AND SUBSIDIARIES
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CONSOLIDATED BALANCE SHEETS
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(Amounts in millions, except share information)
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(Unaudited)
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December 31,
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December 31,
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ASSETS
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2012
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2011
|
CURRENT ASSETS:
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Cash and cash equivalents
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$
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271.8
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$
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250.6
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Short-term investment securities
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|
|
|
2.1
|
|
|
|
|
4.1
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|
Trade accounts receivable, less allowance for doubtful accounts of $9.7
million at December 31, 2012 and $9.1 million at December 31, 2011
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|
|
|
207.1
|
|
|
|
|
205.9
|
|
Inventories, net:
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|
|
|
|
|
|
|
|
Raw materials
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|
|
|
111.7
|
|
|
|
|
104.6
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|
Work in process
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|
|
|
20.5
|
|
|
|
|
28.6
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|
Finished goods
|
|
|
|
158.5
|
|
|
|
|
147.4
|
|
Total Inventories
|
|
|
|
290.7
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|
|
|
|
280.6
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Prepaid expenses and other assets
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|
|
|
22.7
|
|
|
|
|
26.4
|
|
Deferred income taxes
|
|
|
|
21.6
|
|
|
|
|
28.3
|
|
Assets held for sale
|
|
|
|
-
|
|
|
|
|
4.6
|
|
Assets of discontinued operations
|
|
|
|
-
|
|
|
|
|
14.0
|
|
Total Current Assets
|
|
|
|
816.0
|
|
|
|
|
814.5
|
|
PROPERTY, PLANT AND EQUIPMENT:
|
|
|
|
|
|
|
|
|
Property, plant and equipment
|
|
|
|
515.0
|
|
|
|
|
491.0
|
|
Accumulated depreciation
|
|
|
|
(291.4
|
)
|
|
|
|
(267.9
|
)
|
Property, plant and equipment, net
|
|
|
|
223.6
|
|
|
|
|
223.1
|
|
OTHER ASSETS:
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
|
508.2
|
|
|
|
|
488.6
|
|
Intangible assets, net
|
|
|
|
146.6
|
|
|
|
|
151.0
|
|
Deferred income taxes
|
|
|
|
4.8
|
|
|
|
|
6.7
|
|
Other, net
|
|
|
|
9.8
|
|
|
|
|
10.1
|
|
TOTAL ASSETS
|
|
|
$
|
1,709.0
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|
|
|
$
|
1,694.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
$
|
131.6
|
|
|
|
$
|
126.1
|
|
Accrued expenses and other liabilities
|
|
|
|
116.8
|
|
|
|
|
109.0
|
|
Accrued compensation and benefits
|
|
|
|
42.5
|
|
|
|
|
45.9
|
|
Current portion of long-term debt
|
|
|
|
77.1
|
|
|
|
|
2.0
|
|
Liabilities of discontinued operations
|
|
|
|
-
|
|
|
|
|
2.6
|
|
Total Current Liabilities
|
|
|
|
368.0
|
|
|
|
|
285.6
|
|
LONG-TERM DEBT, NET OF CURRENT PORTION
|
|
|
|
307.5
|
|
|
|
|
397.4
|
|
DEFERRED INCOME TAXES
|
|
|
|
45.2
|
|
|
|
|
52.7
|
|
OTHER NONCURRENT LIABILITIES
|
|
|
|
48.8
|
|
|
|
|
38.5
|
|
STOCKHOLDERS' EQUITY:
|
|
|
|
|
|
|
|
|
Preferred Stock, $0.10 par value; 5,000,000 shares authorized; no
shares issued or outstanding
|
|
|
|
-
|
|
|
|
|
-
|
|
Class A Common Stock, $0.10 par value; 80,000,000 shares
authorized; 1 vote per share; issued and outstanding:
28,673,639 shares at December 31, 2012 and 29,471,414
shares at December 31, 2011
|
|
|
|
2.9
|
|
|
|
|
2.9
|
|
Class B Common Stock, $0.10 par value; 25,000,000 shares
authorized; 10 votes per share; issued and outstanding:
6,588,680 shares at December 31, 2012 and 6,953,680 at
December 31, 2011
|
|
|
|
0.6
|
|
|
|
|
0.7
|
|
Additional paid-in capital
|
|
|
|
448.7
|
|
|
|
|
420.1
|
|
Retained earnings
|
|
|
|
498.1
|
|
|
|
|
515.1
|
|
Accumulated other comprehensive loss
|
|
|
|
(10.8
|
)
|
|
|
|
(19.0
|
)
|
Total Stockholders' Equity
|
|
|
|
939.5
|
|
|
|
|
919.8
|
|
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
$
|
1,709.0
|
|
|
|
$
|
1,694.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WATTS WATER TECHNOLOGIES, INC. AND SUBSIDIARIES
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
(Amounts in millions, except per share information)
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter Ended
|
|
|
Year Ended
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
Net sales
|
|
|
$
|
359.2
|
|
|
$
|
357.5
|
|
|
$
|
1,445.6
|
|
|
$
|
1,428.1
|
|
Cost of goods sold
|
|
|
|
229.5
|
|
|
|
229.6
|
|
|
|
928.1
|
|
|
|
915.3
|
|
GROSS PROFIT
|
|
|
|
129.7
|
|
|
|
127.9
|
|
|
|
517.5
|
|
|
|
512.8
|
|
Selling, general and administrative expenses
|
|
|
|
96.0
|
|
|
|
91.3
|
|
|
|
384.8
|
|
|
|
377.6
|
|
Restructuring and other charges, net
|
|
|
|
2.4
|
|
|
|
0.6
|
|
|
|
4.3
|
|
|
|
8.8
|
|
Goodwill and other long-lived asset impairment charges
|
|
|
|
0.4
|
|
|
|
17.1
|
|
|
|
3.4
|
|
|
|
17.4
|
|
(Gain on) adjustment to disposal of business
|
|
|
|
-
|
|
|
|
(7.7
|
)
|
|
|
1.6
|
|
|
|
(7.7
|
)
|
OPERATING INCOME
|
|
|
|
30.9
|
|
|
|
26.6
|
|
|
|
123.4
|
|
|
|
116.7
|
|
Other (income) expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
|
(0.2
|
)
|
|
|
(0.3
|
)
|
|
|
(0.7
|
)
|
|
|
(1.0
|
)
|
Interest expense
|
|
|
|
6.2
|
|
|
|
6.7
|
|
|
|
24.6
|
|
|
|
25.8
|
|
Other expense (income), net
|
|
|
|
0.7
|
|
|
|
0.4
|
|
|
|
(0.8
|
)
|
|
|
0.8
|
|
Total other expense
|
|
|
|
6.7
|
|
|
|
6.8
|
|
|
|
23.1
|
|
|
|
25.6
|
|
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
|
|
|
|
24.2
|
|
|
|
19.8
|
|
|
|
100.3
|
|
|
|
91.1
|
|
Provision for income taxes
|
|
|
|
5.8
|
|
|
|
2.6
|
|
|
|
29.7
|
|
|
|
26.7
|
|
NET INCOME FROM CONTINUING OPERATIONS
|
|
|
|
18.4
|
|
|
|
17.2
|
|
|
|
70.6
|
|
|
|
64.4
|
|
Income (loss) from discontinued operations, net of taxes
|
|
|
|
(2.9
|
)
|
|
|
(0.2
|
)
|
|
|
(2.2
|
)
|
|
|
2.0
|
|
NET INCOME
|
|
|
$
|
15.5
|
|
|
$
|
17.0
|
|
|
$
|
68.4
|
|
|
$
|
66.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
$
|
0.52
|
|
|
$
|
0.47
|
|
|
$
|
1.96
|
|
|
$
|
1.73
|
|
Discontinued operations
|
|
|
|
(0.08
|
)
|
|
|
-
|
|
|
|
(0.06
|
)
|
|
|
0.05
|
|
NET INCOME
|
|
|
$
|
0.44
|
|
|
$
|
0.47
|
|
|
$
|
1.90
|
|
|
$
|
1.78
|
|
Weighted average number of shares
|
|
|
|
35.4
|
|
|
|
36.8
|
|
|
|
36.0
|
|
|
|
37.3
|
|
DILUTED EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
$
|
0.52
|
|
|
$
|
0.47
|
|
|
$
|
1.96
|
|
|
$
|
1.72
|
|
Discontinued operations
|
|
|
|
(0.08
|
)
|
|
|
-
|
|
|
|
(0.06
|
)
|
|
|
0.05
|
|
NET INCOME
|
|
|
$
|
0.44
|
|
|
$
|
0.47
|
|
|
$
|
1.90
|
|
|
$
|
1.78
|
|
Weighted average number of shares
|
|
|
|
35.5
|
|
|
|
36.8
|
|
|
|
36.1
|
|
|
|
37.5
|
|
Dividends per share
|
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
|
$
|
0.44
|
|
|
$
|
0.44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WATTS WATER TECHNOLOGIES, INC. AND SUBSIDIARIES
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
(Amounts in millions)
|
(Unaudited)
|
|
|
|
|
Year Ended
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2012
|
|
|
2011
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
Net income
|
|
|
$
|
68.4
|
|
|
$
|
66.4
|
|
Income (loss) from discontinued operations, net of taxes
|
|
|
|
(2.2
|
)
|
|
|
2.0
|
|
Net income from continuing operations
|
|
|
|
70.6
|
|
|
|
64.4
|
|
Adjustments to reconcile net income from continuing operations to
net cash provided by continuing operating activities:
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
33.8
|
|
|
|
33.0
|
|
Amortization of intangibles
|
|
|
|
15.6
|
|
|
|
17.9
|
|
Stock-based compensation
|
|
|
|
6.6
|
|
|
|
8.3
|
|
Deferred income tax benefit
|
|
|
|
-
|
|
|
|
(0.5
|
)
|
Loss on disposal and impairment of goodwill, property, plant and
equipment and other
|
|
|
|
4.1
|
|
|
|
5.2
|
|
Changes in operating assets and liabilities, net of effects from
business acquisitions and divestures:
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
|
1.8
|
|
|
|
3.4
|
|
Inventories
|
|
|
|
(6.2
|
)
|
|
|
3.4
|
|
Prepaid expenses and other assets
|
|
|
|
0.9
|
|
|
|
(7.9
|
)
|
Accounts payable, accrued expenses and other liabilities
|
|
|
|
4.7
|
|
|
|
0.2
|
|
Net cash provided by continuing operations
|
|
|
|
131.9
|
|
|
|
127.4
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
Additions to property, plant and equipment
|
|
|
|
(30.6
|
)
|
|
|
(22.6
|
)
|
Proceeds from the sale of property, plant and equipment
|
|
|
|
3.5
|
|
|
|
0.8
|
|
Investments in securities
|
|
|
|
(2.1
|
)
|
|
|
(8.1
|
)
|
Proceeds from sale of securities
|
|
|
|
4.1
|
|
|
|
8.1
|
|
Purchase of intangible assets and other
|
|
|
|
(0.1
|
)
|
|
|
(0.9
|
)
|
Business acquisitions, net of cash acquired
|
|
|
|
(17.5
|
)
|
|
|
(165.5
|
)
|
Net cash used in investing activities
|
|
|
|
(42.7
|
)
|
|
|
(188.2
|
)
|
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
Proceeds from long-term debt
|
|
|
|
9.2
|
|
|
|
184.0
|
|
Payment of long-term debt
|
|
|
|
(23.9
|
)
|
|
|
(168.0
|
)
|
Payment of capital leases and other
|
|
|
|
(2.9
|
)
|
|
|
(2.6
|
)
|
Proceeds from share transactions under employee stock plans
|
|
|
|
17.8
|
|
|
|
5.4
|
|
Tax benefit of stock awards exercised
|
|
|
|
0.9
|
|
|
|
0.8
|
|
Dividends
|
|
|
|
(16.0
|
)
|
|
|
(16.3
|
)
|
Payments to repurchase common stock
|
|
|
|
(65.8
|
)
|
|
|
(27.2
|
)
|
Net cash used in financing activities
|
|
|
|
(80.7
|
)
|
|
|
(23.9
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
|
3.2
|
|
|
|
7.3
|
|
Net cash provided by (used in) operating activities of discontinued
operations
|
|
|
|
1.4
|
|
|
|
(1.1
|
)
|
Net cash provided by (used in) investing activities of discontinued
operations
|
|
|
|
8.1
|
|
|
|
(0.1
|
)
|
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
|
|
21.2
|
|
|
|
(78.6
|
)
|
Cash and cash equivalents at beginning of year
|
|
|
|
250.6
|
|
|
|
329.2
|
|
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
|
|
$
|
271.8
|
|
|
$
|
250.6
|
|
|
|
|
|
|
|
|
|
|
|
WATTS WATER TECHNOLOGIES, INC. AND SUBSIDIARIES
|
SEGMENT INFORMATION
|
(Amounts in millions)
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter Ended
|
|
|
Year Ended
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
|
|
$
|
205.9
|
|
|
|
$
|
197.0
|
|
|
|
$
|
835.0
|
|
|
|
$
|
810.9
|
|
EMEA
|
|
|
|
|
145.3
|
|
|
|
|
154.4
|
|
|
|
|
583.8
|
|
|
|
|
595.5
|
|
Asia
|
|
|
|
|
8.0
|
|
|
|
|
6.1
|
|
|
|
|
26.8
|
|
|
|
|
21.7
|
|
Total
|
|
|
|
$
|
359.2
|
|
|
|
$
|
357.5
|
|
|
|
$
|
1,445.6
|
|
|
|
$
|
1,428.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter Ended
|
|
|
Year Ended
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
|
|
$
|
24.9
|
|
|
|
$
|
27.8
|
|
|
|
$
|
96.5
|
|
|
|
$
|
111.6
|
|
EMEA
|
|
|
|
|
12.7
|
|
|
|
|
(2.5
|
)
|
|
|
|
52.6
|
|
|
|
|
28.7
|
|
Asia
|
|
|
|
|
2.2
|
|
|
|
|
9.5
|
|
|
|
|
6.5
|
|
|
|
|
12.2
|
|
Corporate
|
|
|
|
|
(8.9
|
)
|
|
|
|
(8.2
|
)
|
|
|
|
(32.2
|
)
|
|
|
|
(35.8
|
)
|
Total
|
|
|
|
$
|
30.9
|
|
|
|
$
|
26.6
|
|
|
|
$
|
123.4
|
|
|
|
$
|
116.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intersegment Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter Ended
|
|
|
Year Ended
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
North America
|
|
|
|
$
|
1.4
|
|
|
|
$
|
0.7
|
|
|
|
$
|
5.3
|
|
|
|
$
|
3.3
|
|
EMEA
|
|
|
|
|
3.0
|
|
|
|
|
2.0
|
|
|
|
|
10.9
|
|
|
|
|
8.4
|
|
Asia
|
|
|
|
|
36.7
|
|
|
|
|
35.9
|
|
|
|
|
139.0
|
|
|
|
|
132.9
|
|
Total
|
|
|
|
$
|
41.1
|
|
|
|
$
|
38.6
|
|
|
|
$
|
155.2
|
|
|
|
$
|
144.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE 1
|
RECONCILIATION OF GAAP "AS REPORTED" TO THE "ADJUSTED" NON-GAAP
EXCLUDING THE EFFECT OF ADJUSTMENTS FOR SPECIAL ITEMS
|
(Amounts in millions, except per share information)
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter Ended
|
|
|
Year Ended
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2012
|
|
|
2011
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
$
|
359.2
|
|
|
$
|
357.5
|
|
|
$
|
1,445.6
|
|
|
$
|
1,428.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income - as reported
|
|
|
$
|
30.9
|
|
|
$
|
26.6
|
|
|
$
|
123.4
|
|
|
$
|
116.7
|
|
Operating margin %
|
|
|
|
8.6
|
%
|
|
|
7.4
|
%
|
|
|
8.5
|
%
|
|
|
8.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments for special items:
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and other charges, net
|
|
|
|
2.4
|
|
|
|
1.8
|
|
|
|
5.3
|
|
|
|
10.0
|
|
Earnout adjustment
|
|
|
|
-
|
|
|
|
(1.2
|
)
|
|
|
(1.0
|
)
|
|
|
(1.2
|
)
|
Goodwill and other long-lived asset impairment charges
|
|
|
|
0.4
|
|
|
|
17.1
|
|
|
|
3.4
|
|
|
|
17.4
|
|
Acquisition accounting in cost of sales
|
|
|
|
-
|
|
|
|
(0.7
|
)
|
|
|
0.4
|
|
|
|
4.7
|
|
Due diligence costs and other
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1.1
|
|
CEO separation costs
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6.3
|
|
Legal and customs settlements
|
|
|
|
2.8
|
|
|
|
-
|
|
|
|
2.5
|
|
|
|
(1.1
|
)
|
(Gain on) adjustment to disposal of TWVC
|
|
|
|
-
|
|
|
|
(7.7
|
)
|
|
|
1.6
|
|
|
|
(7.7
|
)
|
Pension curtailment loss
|
|
|
|
-
|
|
|
|
1.5
|
|
|
|
-
|
|
|
|
1.5
|
|
CFO retention costs
|
|
|
|
0.7
|
|
|
|
-
|
|
|
|
1.5
|
|
|
|
-
|
|
|
|
|
|
6.3
|
|
|
|
10.8
|
|
|
|
13.7
|
|
|
|
31.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income - as adjusted
|
|
|
$
|
37.2
|
|
|
$
|
37.4
|
|
|
$
|
137.1
|
|
|
$
|
147.7
|
|
Adjusted operating margin %
|
|
|
|
10.4
|
%
|
|
|
10.5
|
%
|
|
|
9.5
|
%
|
|
|
10.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations - as reported
|
|
|
$
|
18.4
|
|
|
$
|
17.2
|
|
|
$
|
70.6
|
|
|
$
|
64.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments for special items - tax affected:
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and other charges, net
|
|
|
|
1.6
|
|
|
|
1.2
|
|
|
|
3.6
|
|
|
|
6.6
|
|
Earnout adjustment
|
|
|
|
-
|
|
|
|
(1.2
|
)
|
|
|
(1.0
|
)
|
|
|
(1.2
|
)
|
Goodwill and other long-lived asset impairment charges
|
|
|
|
0.3
|
|
|
|
13.3
|
|
|
|
2.5
|
|
|
|
13.5
|
|
Acquisition accounting
|
|
|
|
-
|
|
|
|
(0.4
|
)
|
|
|
0.3
|
|
|
|
3.2
|
|
Due diligence costs
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1.1
|
|
CEO separation costs
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3.9
|
|
Legal and customs settlements
|
|
|
|
1.7
|
|
|
|
-
|
|
|
|
0.8
|
|
|
|
(0.7
|
)
|
(Gain on) adjustment to disposal of TWVC
|
|
|
|
-
|
|
|
|
(11.4
|
)
|
|
|
1.6
|
|
|
|
(11.4
|
)
|
Pension curtailment loss
|
|
|
|
-
|
|
|
|
0.9
|
|
|
|
-
|
|
|
|
0.9
|
|
CFO retention costs
|
|
|
|
0.4
|
|
|
|
-
|
|
|
|
0.9
|
|
|
|
-
|
|
European tax adjustments
|
|
|
|
(0.7
|
)
|
|
|
1.1
|
|
|
|
(0.7
|
)
|
|
|
1.1
|
|
|
|
|
|
3.3
|
|
|
|
3.5
|
|
|
|
8.0
|
|
|
|
17.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from continuing operations - as adjusted
|
|
|
$
|
21.7
|
|
|
$
|
20.7
|
|
|
$
|
78.6
|
|
|
$
|
81.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations earnings per share - diluted
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share - as reported
|
|
|
$
|
0.52
|
|
|
$
|
0.47
|
|
|
$
|
1.96
|
|
|
$
|
1.72
|
|
Adjustments for special items
|
|
|
|
0.09
|
|
|
|
0.10
|
|
|
|
0.22
|
|
|
|
0.46
|
|
Diluted earnings per share - as adjusted
|
|
|
$
|
0.61
|
|
|
$
|
0.56
|
|
|
$
|
2.18
|
|
|
$
|
2.18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE 2
|
RECONCILIATION OF ADJUSTED GAAP EARNINGS PER SHARE TO ADJUSTED
EARNINGS PER SHARE EXCLUDING ACQUISITIONS, SHARE REPURCHASES AND
FOREIGN EXCHANGE IMPACT
|
(Amounts in millions)
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth Quarter Ended
|
|
|
Year Ended
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2012
|
|
|
2012
|
Adjusted Non-GAAP earnings per share
|
|
|
$
|
0.61
|
|
|
$
|
2.18
|
|
Acquisitions
|
|
|
|
(0.02
|
)
|
|
|
(0.09
|
)
|
Share repurchase, net of dilution activity
|
|
|
|
(0.02
|
)
|
|
|
(0.08
|
)
|
Foreign exchange impact
|
|
|
|
0.01
|
|
|
|
0.09
|
|
Adjusted Non-GAAP earnings per share excluding acquisitions,
share repurchases and foreign exchange impact
|
|
|
$
|
0.58
|
|
|
$
|
2.10
|
|
|
|
|
|
|
|
|
|
|
|
TABLE 3
|
RECONCILIATION OF NET CASH PROVIDED BY CONTINUING OPERATIONS TO
FREE CASH FLOW
|
(Amounts in millions)
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
Net cash provided by continuing operations - as reported
|
|
$
|
131.9
|
|
|
$
|
127.4
|
|
Less: additions to property, plant, and equipment
|
|
|
(30.6)
|
|
|
|
(22.6)
|
|
Plus: proceeds from the sale of property, plant, and equipment
|
|
|
3.5
|
|
|
|
0.8
|
|
Free cash flow
|
|
$
|
104.8
|
|
|
$
|
105.6
|
|
|
|
|
|
|
|
|
Net income from continuing operations - as reported
|
|
$
|
70.6
|
|
|
$
|
64.4
|
|
|
|
|
|
|
|
|
Cash conversion rate of free cash outflow to net income
|
|
|
148.4
|
%
|
|
|
164.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TABLE 4
|
RECONCILIATION OF LONG-TERM DEBT (INCLUDING CURRENT PORTION) TO
NET DEBT AND NET DEBT TO CAPITALIZATION RATIO
|
(Amounts in millions)
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2012
|
|
|
2011
|
|
|
|
|
|
|
|
Current portion of long-term debt
|
|
$
|
77.1
|
|
|
$
|
2.0
|
|
Plus: Long-term debt, net of current portion
|
|
|
307.5
|
|
|
|
397.4
|
|
Less: Cash and cash equivalents
|
|
|
(271.8)
|
|
|
|
(250.6)
|
|
Net debt
|
|
$
|
112.8
|
|
|
$
|
148.8
|
|
|
|
|
|
|
|
|
Net debt
|
|
$
|
112.8
|
|
|
$
|
148.8
|
|
Plus: Total stockholders' equity
|
|
|
939.5
|
|
|
|
919.8
|
|
Capitalization
|
|
$
|
1,052.3
|
|
|
$
|
1,068.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net debt to capitalization ratio
|
|
|
10.7
|
%
|
|
|
13.9
|
%
|