Watsco Inc 10-Q for FY2025 Q2
Watsco Inc (WSO)
About this 10-Q
Watsco Inc filed this 10-Q on August 8, 2025, covering the quarter ended June 30, 2025 (FY2025 Q2).
Headline figures
Quarter ended June 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.06B
- down 3.6% from $2.14B a year earlier
- Net income
- $183.61M
- up 1.2% from net income of $181.41M a year earlier
- Diluted EPS
- $4.52
- up 0.7% from $4.49 a year earlier
Table of Contents
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Transition Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) | |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| ☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer |
☐ | Smaller reporting company | ||||
| Emerging growth company | ||||||
Table of Contents
WATSCO, INC. AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
2 of 28
Table of Contents
| Quarter Ended June 30, |
Six Months Ended June 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
Revenues |
$ |
$ | $ |
$ | ||||||||||||
Cost of sales |
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Gross profit |
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Selling, general and administrative expenses |
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Other income |
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Operating income |
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Interest income, net |
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Income before income taxes |
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Income taxes |
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Net income |
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Less: net income attributable to non-controlling interest |
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Net income attributable to Watsco, Inc. |
$ |
$ | $ |
$ | ||||||||||||
Earnings per share for Common and Class B common stock (collectively “common stock”): |
||||||||||||||||
Basic |
$ |
$ | $ |
$ | ||||||||||||
Diluted |
$ |
$ | $ |
$ | ||||||||||||
| Quarter Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
Net income |
$ |
$ | $ |
$ | ||||||||||||
Other comprehensive income (loss), net of tax: |
||||||||||||||||
Foreign currency translation adjustment |
( |
) | ( |
) | ||||||||||||
Comprehensive income |
||||||||||||||||
Less: comprehensive income attributable to non-controlling interest |
||||||||||||||||
Comprehensive income attributable to Watsco, Inc. |
$ |
$ | $ |
$ | ||||||||||||
| June 30, 2025 |
December 31, 2024 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ |
$ | ||||||
Short-term cash investments |
||||||||
Accounts receivable, net |
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Inventories, net |
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Other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use |
||||||||
Goodwill |
||||||||
Intangible assets, net |
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Investment in unconsolidated entity |
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Other assets |
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$ |
$ | |||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Current portion of lease liabilities |
$ |
$ | ||||||
Accounts payable |
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Accrued expenses and other current liabilities |
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Total current liabilities |
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Long-term obligations: |
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Operating lease liabilities, net of current portion |
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Finance lease liabilities, net of current portion |
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Total long-term obligations |
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Deferred income taxes and other liabilities |
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Commitments and contingencies |
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Watsco, Inc. shareholders’ equity: |
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Common stock, $ |
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Class B common stock, $ |
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Preferred stock, $ |
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Paid-in capital |
||||||||
Accumulated other comprehensive loss, net of tax |
( |
) |
( |
) | ||||
Retained earnings |
||||||||
Treasury stock, at cost |
( |
) |
( |
) | ||||
Total Watsco, Inc. shareholders’ equity |
||||||||
Non-controlling interest |
||||||||
Total shareholders’ equity |
||||||||
$ |
$ | |||||||
(In thousands, except share and per share data) |
Common Stock, Class B Common Stock and Preferred Stock Shares |
Common Stock, Class B Common Stock and Preferred Stock Amount |
Paid-In Capital |
Accumulated Other Comprehensive Loss |
Retained Earnings |
Treasury Stock |
Non-controlling Interest |
Total |
||||||||||||||||||||||||
Balance at December 31, 2024 |
$ |
$ |
$ |
( |
) |
$ |
$ |
( |
) |
$ |
$ |
|||||||||||||||||||||
Net income |
||||||||||||||||||||||||||||||||
Other comprehensive income |
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Issuances of restricted shares of common stock |
( |
) |
— |
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Forfeitures of restricted shares of common stock |
( |
) |
( |
) |
— |
|||||||||||||||||||||||||||
Common stock contribution to 401(k) plan |
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Stock issuances from exercise of stock options and employee stock purchase plan |
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Common stock issued for W.L. Lashley & Associates, Inc. (“Lashley”) |
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Investment in Lashley |
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Share-based compensation |
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Dividend reinvestment plan |
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Dividends declared and paid on common stock, $ |
( |
) |
( |
) | ||||||||||||||||||||||||||||
Balance at March 31, 2025 |
( |
) |
( |
) |
||||||||||||||||||||||||||||
Net income |
||||||||||||||||||||||||||||||||
Other comprehensive income |
||||||||||||||||||||||||||||||||
Issuances of restricted shares of common stock |
( |
) |
— |
|||||||||||||||||||||||||||||
Forfeitures of restricted shares of common stock |
( |
) |
( |
) |
— |
|||||||||||||||||||||||||||
Stock issuances from exercise of stock options and employee stock purchase plan |
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Common stock issued for Southern Ice Equipment Distributors, Inc. (“SIE”) |
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Retirement of common stock |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||||
Share-based compensation |
||||||||||||||||||||||||||||||||
Dividend reinvestment plan |
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Dividends declared and paid on common stock, $ |
( |
) |
( |
) | ||||||||||||||||||||||||||||
Balance at June 30, 2025 |
$ |
$ |
$ |
( |
) |
$ |
$ |
( |
) |
$ |
$ |
|||||||||||||||||||||
(In thousands, except share and per share data) |
Common Stock, Class B Common Stock and Preferred Stock Shares |
Common Stock, Class B Common Stock and Preferred Stock Amount |
Paid-In Capital |
Accumulated Other Comprehensive Loss |
Retained Earnings |
Treasury Stock |
Non-controlling Interest |
Total |
||||||||||||||||||||||||
Balance at December 31, 2023 |
$ |
$ |
$ |
( |
) |
$ |
$ |
( |
) |
$ |
$ |
|||||||||||||||||||||
Net income |
||||||||||||||||||||||||||||||||
Other comprehensive (loss) |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||||||
Issuances of restricted shares of common stock |
( |
) |
— |
|||||||||||||||||||||||||||||
Forfeitures of restricted shares of common stock |
( |
) |
( |
) |
— |
|||||||||||||||||||||||||||
Common stock contribution to 401(k) plan |
||||||||||||||||||||||||||||||||
Stock issuances from exercise of stock options and employee stock purchase plan |
||||||||||||||||||||||||||||||||
Retirement of common stock |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||||
Net proceeds from the sale of Common stock |
||||||||||||||||||||||||||||||||
Common stock issued for Commercial Specialists, Inc. (“CSI”) |
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Share-based compensation |
||||||||||||||||||||||||||||||||
Dividends declared and paid on common stock, $ |
( |
) |
( |
) | ||||||||||||||||||||||||||||
Balance at March 31, 2024 |
( |
) |
( |
) |
||||||||||||||||||||||||||||
Net income |
||||||||||||||||||||||||||||||||
Other comprehensive (loss) |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||||||
Issuances of restricted shares of common stock |
( |
) |
— |
|||||||||||||||||||||||||||||
Forfeitures of restricted shares of common stock |
( |
) |
( |
) |
— |
|||||||||||||||||||||||||||
Stock issuances from exercise of stock options and employee stock purchase plan |
||||||||||||||||||||||||||||||||
Retirement of common stock |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||||||||||||
Share-based compensation |
||||||||||||||||||||||||||||||||
Dividend reinvestment plan |
— |
|||||||||||||||||||||||||||||||
Dividends declared and paid on common stock, $ |
( |
) |
( |
) | ||||||||||||||||||||||||||||
Balance at June 30, 2024 |
$ |
$ |
$ |
( |
) |
$ |
$ |
( |
) |
$ |
$ |
|||||||||||||||||||||
| Six Months Ended June 30, |
||||||||
| 2025 | 2024 | |||||||
Cash flows from operating activities: |
||||||||
Net income |
$ |
$ | ||||||
Adjustments to reconcile net income to net cash (used in) provided by operating activities: |
||||||||
Depreciation and amortization |
||||||||
Share-based compensation |
||||||||
Non-cash contribution to 401(k) plan |
||||||||
Deferred income tax provision |
||||||||
Provision for doubtful accounts |
||||||||
(Gain) loss on sale of property and equipment |
( |
) |
||||||
Other income from investment in unconsolidated entity |
( |
) |
( |
) | ||||
Changes in operating assets and liabilities, net of effects of acquisitions: |
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Accounts receivable, net |
( |
) |
( |
) | ||||
Inventories, net |
( |
) |
( |
) | ||||
Accounts payable and other liabilities |
||||||||
Other, net |
( |
) |
||||||
Net cash (used in) provided by operating activities |
( |
) |
||||||
Cash flows from investing activities: |
||||||||
Proceeds from (purchases of) short-term investments |
( |
) | ||||||
Proceeds from sale of property and equipment |
||||||||
Capital expenditures |
( |
) |
( |
) | ||||
Business acquisitions, net of cash acquired |
( |
) |
( |
) | ||||
Net cash provided by (used in) investing activities |
( |
) | ||||||
Cash flows from financing activities: |
||||||||
Dividends on common stock |
( |
) |
( |
) | ||||
Distributions to non-controlling interest |
( |
) |
||||||
Net repayments of finance lease liabilities |
( |
) |
( |
) | ||||
Net repayments under revolving credit agreement |
( |
) | ||||||
Repurchases of common stock to satisfy employee withholding tax obligations |
( |
) | ||||||
Net proceeds from the sale of Common stock |
||||||||
Proceeds from non-controlling interest for investment in Lashley |
||||||||
Proceeds from issuances of Common stock under employee related plans |
||||||||
Proceeds from Dividend Reinvestment Plan |
||||||||
Net cash (used in) provided by financing activities |
( |
) |
||||||
Effect of foreign exchange rate changes on cash and cash equivalents |
( |
) | ||||||
Net (decrease) increase in cash and cash equivalents |
( |
) |
||||||
Cash and cash equivalents at beginning of period |
||||||||
Cash and cash equivalents at end of period |
$ |
$ | ||||||
Supplemental cash flow information: |
||||||||
Common stock issued for SIE |
$ |
$ | ||||||
Common stock issued for Lashley |
$ |
$ | ||||||
Common stock issued for CSI |
$ |
$ | ||||||
1. |
BASIS OF PRESENTATION |
2. |
REVENUES |
| Quarter Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
Primary Geographical Regions: |
||||||||||||||||
United States |
$ |
$ | $ |
$ | ||||||||||||
Canada |
||||||||||||||||
Latin America and the Caribbean |
||||||||||||||||
$ |
$ | |
$ |
$ | |
|||||||||||
Major Product Lines: |
||||||||||||||||
HVAC equipment |
% |
% | % |
% | ||||||||||||
Other HVAC products |
% |
% | % |
% | ||||||||||||
Commercial refrigeration products |
% |
% | % |
% | ||||||||||||
% |
% | % |
% | |||||||||||||
3. |
EARNINGS PER SHARE |
Quarter Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2025 |
2024 |
2025 |
2024 |
|||||||||||||
Basic Earnings per Share: |
||||||||||||||||
Net income attributable to Watsco, Inc. shareholders |
$ |
$ |
$ |
$ |
||||||||||||
Less: distributed and undistributed earnings allocated to restricted common stock |
||||||||||||||||
Earnings allocated to Watsco, Inc. shareholders |
$ |
$ |
$ |
$ |
||||||||||||
Weighted-average common shares outstanding - Basic |
||||||||||||||||
Basic earnings per share for common stock |
$ |
$ |
$ |
$ |
||||||||||||
Allocation of earnings for Basic: |
||||||||||||||||
Common stock |
$ |
$ |
$ |
$ |
||||||||||||
Class B common stock |
||||||||||||||||
$ |
$ |
$ |
$ |
|||||||||||||
Diluted Earnings per Share: |
||||||||||||||||
Net income attributable to Watsco, Inc. shareholders |
$ |
$ |
$ |
$ |
||||||||||||
Less: distributed and undistributed earnings allocated to restricted common stock |
||||||||||||||||
Earnings allocated to Watsco, Inc. shareholders |
$ |
$ |
$ |
$ |
||||||||||||
Weighted-average common shares outstanding - Basic |
||||||||||||||||
Effect of dilutive stock options |
||||||||||||||||
Weighted-average common shares outstanding - Diluted |
||||||||||||||||
Diluted earnings per share for common stock |
$ |
$ |
$ |
$ |
||||||||||||
Anti-dilutive stock options not included above |
||||||||||||||||
4. |
OTHER COMPREHENSIVE INCOME (LOSS) |
Six Months Ended June 30, |
2025 | 2024 | ||||||
Foreign currency translation adjustment: |
||||||||
Beginning balance |
$ |
( |
) |
$ | ( |
) | ||
Current period other comprehensive income (loss) |
( |
) | ||||||
Ending balance |
$ |
( |
) |
$ | ( |
) | ||
5. |
ACQUISITIONS |
6. |
DERIVATIVES |
7. |
FAIR VALUE MEASUREMENTS |
Fair Value Measurements at June 30, 2025 Using |
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Balance Sheet Location |
Total |
Level 1 |
Level 2 |
Level 3 |
||||||||||||||
Assets: |
||||||||||||||||||
Equity securities |
Other assets |
$ |
$ |
— |
— |
|||||||||||||
Private equity securities |
Other assets |
$ |
— |
— |
$ |
|||||||||||||
Liabilities: |
||||||||||||||||||
Derivative financial instruments |
Accrued expenses & other current liabilities |
$ |
— |
$ |
— |
|||||||||||||
Fair Value Measurements at December 31, 2024 Using |
||||||||||||||||||
Balance Sheet Location |
Total |
Level 1 |
Level 2 |
Level 3 |
||||||||||||||
Assets: |
||||||||||||||||||
Certificates of deposit |
Short-term cash investments |
$ | — | $ | — | |||||||||||||
Derivative financial instruments |
Other current assets | $ | — | $ | — | |||||||||||||
Equity securities |
Other assets | $ | $ | — | — | |||||||||||||
Private equity securities |
Other assets | $ | — | — |
$ | |||||||||||||
8. |
SHAREHOLDERS’ EQUITY |
9. |
COMMITMENTS AND CONTINGENCIES |
10. |
RELATED PARTY TRANSACTIONS |
11. |
SEGMENT REPORTING |
12. |
SUBSEQUENT EVENT |
Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains or incorporates by reference statements that are not historical in nature and that are intended to be, and are hereby identified as, “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Statements which are not historical in nature, including the words “anticipate,” “estimate,” “could,” “should,” “may,” “plan,” “seek,” “expect,” “believe,” “intend,” “target,” “will,” “project,” “focused,” “outlook,” “goal,” “designed,” and variations of these words and negatives thereof and similar expressions are intended to identify forward-looking statements, including statements regarding, among other things, (i) economic conditions, (ii) business and acquisition strategies, (iii) potential acquisitions and/or joint ventures and investments in unconsolidated entities, (iv) financing plans, and (v) industry, demographic, regulatory, and other trends affecting our financial condition or results of operations. These forward-looking statements are based on management’s current expectations, are not guarantees of future performance and are subject to a number of risks, uncertainties, and changes in circumstances, certain of which are beyond our control. Actual results could differ materially from these forward-looking statements as a result of several factors, including, but not limited to:
| • | general economic conditions, both in the United States and in the international markets we serve; |
| • | competitive factors within the HVAC/R industry; |
| • | effects of supplier concentration, including conditions that impact the supply chain; |
| • | fluctuations in certain commodity costs; |
| • | consumer spending; |
| • | consumer debt levels; |
| • | new housing starts and completions; |
| • | capital spending in the commercial construction market; |
| • | access to liquidity needed for operations; |
| • | seasonal nature of product sales; |
| • | weather patterns and conditions; |
| • | insurance coverage risks; |
| • | federal, state, and local regulations impacting our industry and products; |
| • | prevailing interest rates; |
| • | the effect of inflation; |
| • | foreign currency exchange rate fluctuations; |
| • | international risk, including related to changes in trade policies and tariffs; |
| • | cybersecurity risk; and |
| • | the continued viability of our business strategy. |
We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on current expectations. For additional information regarding important factors that may affect our operations and could cause actual results to vary materially from those anticipated in the forward-looking statements, please see Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, as well as the other documents and reports that we file with the SEC. Forward-looking statements speak only as of the date the statements were made. We assume no obligation to update forward-looking information or the discussion of such risks and uncertainties to reflect actual results, changes in assumptions, or changes in other factors affecting forward-looking information, except as required by applicable law. We qualify any and all of our forward-looking statements by these cautionary factors.
The following information should be read in conjunction with the condensed consolidated unaudited financial statements, including the notes thereto, included under Part I, Item 1 of this Quarterly Report on Form 10-Q. In addition, reference should be made to our audited consolidated financial statements and notes thereto, and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024.
Company Overview
Watsco, Inc. was incorporated in Florida in 1956, and, together with its subsidiaries (collectively, “Watsco,” the “Company,” or “we,” “us,” or “our”) is the largest distributor of air conditioning, heating, and refrigeration equipment, and related parts and supplies (“HVAC/R”) in the HVAC/R distribution industry in North America. At June 30, 2025, we operated from 701 locations in 43 U.S. States, Canada, Mexico, and Puerto Rico with additional market coverage on an export basis to portions of Latin America and the Caribbean.
15 of 28
Table of Contents
Revenues primarily consist of sales of air conditioning, heating, and refrigeration equipment, and related parts and supplies. Selling, general and administrative expenses primarily consist of selling expenses, the largest components of which are salaries, commissions, and marketing expenses that are variable and correlate to changes in sales. Other significant selling, general and administrative expenses relate to the operation of warehouse facilities, including a fleet of trucks and forklifts, and facility rent, a majority of which we operate under non-cancelable operating leases.
Sales of residential central air conditioners, heating equipment, and parts and supplies are seasonal. Furthermore, profitability can be impacted favorably or unfavorably based on weather patterns, particularly during the Summer and Winter selling seasons. Demand related to the residential central air conditioning replacement market is typically highest in the second and third quarters, and demand for heating equipment is usually highest in the first and fourth quarters. Demand related to the new construction sectors throughout most of the markets we serve tends to be fairly evenly distributed throughout the year and depends largely on housing completions and related weather and economic conditions.
Tariffs
We continue to monitor macroeconomic conditions and recent U.S. trade policy announcements, which have implications for our supply chain. Many HVAC equipment and component manufacturers, including Carrier and Rheem, source component parts from China and Mexico or assemble significant portions of residential and light-commercial products in Mexico, exposing them to tariff and inflationary pressures. In response, our OEM partners and suppliers have implemented varied price actions. To mitigate these effects, we have taken pricing actions, leveraging our technology platforms to efficiently adapt to changing conditions. While the long-term impact of tariffs remain uncertain, we believe that our focus on the HVAC replacement market remains a stabilizing factor, given the essential role of these products in providing comfort and healthy environments for homeowners and businesses. However, if additional restrictions, amendments to existing trade agreements, such as the United States-Mexico-Canada Agreement, or further tariff increases on goods sourced from or assembled in Mexico and China, significantly raise our product costs, then we may need to increase our prices further, which could lead to reduced sales, customer loss, and potential harm to our business.
Climate Change and Reductions in CO2e Emissions
We believe that our business plays an important and significant role in the drive to lower CO2e emissions. According to the U.S. Department of Energy (“DOE”), heating and air conditioning accounts for roughly half of household energy consumption in the U.S. As such, replacing older, less efficient HVAC systems with higher efficiency systems is one of the most meaningful steps homeowners can take to reduce their electricity costs and carbon footprints.
The overwhelming majority of new HVAC systems that we sell replace systems that likely operate below current minimum efficiency standards in the U.S. and may use more harmful refrigerants that have been, or are being, phased-out. As consumers replace HVAC systems with new, higher-efficiency systems, homeowners will consume less energy, save costs, and reduce their carbon footprints.
The sale of high-efficiency systems has long been a focus of ours, and we have invested in tools and technology intended to capture an increasingly richer sales mix over time. In addition, regulatory mandates will likely periodically increase the required minimum Seasonal Energy Efficiency Ratio rating, referred to as SEER, thus providing a catalyst for increased sales of higher-efficiency systems. The Company expects these regulations to reduce the carbon footprint of end-users and increase average selling prices over time, subject to customary risks of quality, availability, and performance of new HVAC systems.
The American Innovation and Manufacturing Act of 2020 (the “AIM Act”) granted the U.S. Environmental Protection Agency the authority to regulate hydrofluorocarbon (“HFC”) refrigerants. Although HFCs were introduced as alternatives to ozone-depleting substances like chlorofluorocarbons and hydrochlorofluorocarbons, they are now recognized greenhouse gases that impact climate change due to their high global warming potential (“GWP”). Consequently, a required 85% phasedown of HFC production and consumption over a 15-year period commenced on January 1, 2022. Further regulations were introduced that (1) restrict the use of high-GWP refrigerants in the production of new HVAC systems after December 31, 2024 and (2) established a timeline over which the sales and installation of HVAC systems by distributors and contractors were permitted. The Company, in collaboration with its OEMs and in anticipation of the change, began to transition its inventory to the new lower-GWP HVAC systems (the “A2L Systems”) and phase-out of the higher GWP systems (the “410A Systems”). The regulations permit the sale and installation of matching 410A HVAC systems (i.e., outdoor and indoor components that are installed together) through December 31, 2025, after which only system components may be sold and installed thereafter without limitation or expiration. Currently, it cannot be determined to what degree we will sell through our 410A Systems over the remainder of 2025 or to what extent demand for 410A Systems components will continue beyond 2025. The Company is actively selling these products and will continue to evaluate and assess the ultimate realizability of inventory related to the 410A Systems.
We offer a broad variety of systems that operate above the minimum SEER standards, ranging from base-level efficiency to systems that exceed 20 SEER. Based on estimates validated by independent sources, we averted an estimated 24.5 million metric tons of CO2e emissions from January 1, 2020 to June 30, 2025 through the sale of replacement residential HVAC systems at higher-efficiency standards.
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Federal Tax Credits
The U.S. Inflation Reduction Act of 2022 (the “IRA”) was intended, in part, to promote the replacement of existing systems in favor of high-efficiency heat pump systems that reduce greenhouse gas emissions, as compared to older systems, and thereby combat climate change. According to the DOE, heat pumps can reduce electricity use for heating by approximately 65% as compared to gas furnaces. Programs under the IRA include enhanced tax credits for homeowners who install qualifying HVAC equipment and tax deductions for owners of commercial buildings that are upgraded to achieve defined energy savings. The Act commonly referred to as the One Big Beautiful Bill, which was signed into law on July 4, 2025, eliminated the IRA’s previously enacted tax credits for HVAC systems, making such credits unavailable after December 31, 2025.
Critical Accounting Estimates
Management’s discussion and analysis of financial condition and results of operations is based upon the condensed consolidated unaudited financial statements included in this Quarterly Report on Form 10-Q, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these condensed consolidated unaudited financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated unaudited financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results may differ from these estimates under different assumptions or conditions. At least quarterly, management reevaluates its judgments and estimates, which are based on historical experience, current trends, and various other assumptions that are believed to be reasonable under the circumstances.
Our critical accounting estimates are included in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 28, 2025. We believe that there have been no significant changes during the quarter ended June 30, 2025 to the critical accounting estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
New Accounting Standards
Refer to Note 1 to our condensed consolidated unaudited financial statements included in this Quarterly Report on Form 10-Q for a discussion of recently adopted, and to be adopted, accounting standards.
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Results of Operations
The following table summarizes information derived from our condensed consolidated unaudited statements of income, expressed as a percentage of revenues, for the quarters and six months ended June 30, 2025 and 2024:
| Quarter Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues |
100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | ||||||||
| Cost of sales |
70.7 | 72.9 | 71.3 | 72.7 | ||||||||||||
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| Gross profit |
29.3 | 27.1 | 28.7 | 27.3 | ||||||||||||
| Selling, general and administrative expenses |
16.4 | 14.9 | 18.4 | 17.0 | ||||||||||||
| Other income |
0.4 | 0.4 | 0.3 | 0.4 | ||||||||||||
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| Operating income |
13.2 | 12.6 | 10.7 | 10.7 | ||||||||||||
| Interest income, net |
0.1 | 0.2 | 0.2 | 0.2 | ||||||||||||
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| Income before income taxes |
13.3 | 12.8 | 10.9 | 10.9 | ||||||||||||
| Income taxes |
2.8 | 2.8 | 2.2 | 2.3 | ||||||||||||
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| Net income |
10.5 | 10.0 | 8.7 | 8.6 | ||||||||||||
| Less: net income attributable to non-controlling interest |
1.6 | 1.6 | 1.3 | 1.4 | ||||||||||||
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| Net income attributable to Watsco, Inc. |
8.9 | % | 8.5 | % | 7.3 | % | 7.2 | % | ||||||||
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Note: Due to rounding, percentages may not total 100.
The following narratives reflect our acquisitions of Southern Ice Equipment Distributors, Inc. (“SIE”) in May 2025, Hawkins HVAC Distributors, Inc. (“Hawkins”) in April 2025, W.L. Lashley & Associates, Inc. (“Lashley”) in January 2025, and Commercial Specialists, Inc. (“CSI”) in February 2024.
In the following narratives, computations and other information referring to “same-store basis” exclude the effects of locations closed, acquired, or locations opened, in each case during the immediately preceding 12 months, unless such locations are within close geographical proximity to existing locations. At June 30, 2025 and 2024, two and three locations, respectively, that we opened during the immediately preceding 12 months were near existing locations and were therefore included in “same-store basis” information.
The table below summarizes the changes in our locations for the 12 months ended June 30, 2025:
| Number of Locations |
||||
| June 30, 2024 |
691 | |||
| Opened |
6 | |||
| Closed |
(7 | ) | ||
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| December 31, 2024 |
690 | |||
| Opened |
5 | |||
| Acquired |
10 | |||
| Closed |
(4 | ) | ||
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| June 30, 2025 |
701 | |||
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Second Quarter of 2025 Compared to Second Quarter of 2024
Revenues
| Quarter Ended June 30, | ||||||||||||||||
| (in millions) | 2025 | 2024 | Change | |||||||||||||
| Revenues |
$ | 2,062.4 | $ | 2,139.3 | $ | (76.9 | ) | (4 | %) | |||||||
The decrease in revenues for the second quarter of 2025 included $10.2 million attributable to new locations acquired and $7.5 million from other locations opened during the preceding 12 months, offset by $7.1 million from locations closed.
| Quarter Ended June 30, | ||||||||||||||||
| (in millions) | 2025 | 2024 | Change | |||||||||||||
| Same-store sales |
$ | 2,044.7 | $ | 2,132.2 | $ | (87.5 | ) | (4 | %) | |||||||
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The following table presents our revenues for the second quarter of 2025, as a percentage of sales, by major product lines and the related percentage change in revenues from the prior period:
| % of Sales | ||||||||||||
| Quarter Ended June 30, | ||||||||||||
| 2025 | 2024 | % Change | ||||||||||
| HVAC equipment |
68 | % | 71 | % | (6 | %) | ||||||
| Other HVAC products |
28 | % | 25 | % | 0 | % | ||||||
| Commercial refrigeration products |
4 | % | 4 | % | 3 | % | ||||||
HVAC equipment sales reflect a 7% decrease in residential products, which is composed of unitary compressor-bearing systems, furnaces, and other indoor components (6% decrease in U.S. markets and a 20% decrease in international markets), and a 5% decrease in sales of commercial HVAC equipment (5% decrease in U.S. markets and a 4% decrease in international markets). The majority component of residential unitary compressor-bearing systems represents “ducted” systems produced by a variety of OEMs. Sales of ducted residential compressor-bearing systems decreased 8% during the second quarter of 2025, reflecting a 16% decrease in unit volume and an 8% increase in average selling price. Domestic sales of residential unitary compressor-bearing systems decreased 8%, reflecting a 17% decrease in units and a 9% increase in average selling price. The lower unit volumes primarily resulted from temperate weather conditions, lower home building activity, and A2L product transition-related impacts on new system installations.
Gross Profit
| Quarter Ended June 30, | ||||||||||||||||
| (in millions) | 2025 | 2024 | Change | |||||||||||||
| Gross profit |
$ | 603.5 | $ | 579.8 | $ | 23.7 | 4 | % | ||||||||
| Gross margin |
29.3 | % | 27.1 | % | ||||||||||||
Gross profit margin improved 220 basis-points primarily due the timing and extent of OEM pricing actions as well as margin increases across several product categories attributable to further scaling of our pricing technologies in 2025 as compared to the same period in 2024.
Selling, General and Administrative Expenses
| Quarter Ended June 30, | ||||||||||||||||
| (in millions) | 2025 | 2024 | Change | |||||||||||||
| Selling, general and administrative expenses |
$ | 339.0 | $ | 319.0 | $ | 20.0 | 6 | % | ||||||||
| Selling, general and administrative expenses as a percentage of revenues |
16.4 | % | 14.9 | % | ||||||||||||
On a same-store basis, selling, general and administrative expenses increased 6% as compared to 2024, primarily due to increases in headcount, salaries, facilities, and transportation costs partially associated with the A2L product transition, as well as 10 new locations acquired in 2025.
Other Income
Other income of $7.4 million and $8.1 million for the second quarters of 2025 and 2024, respectively, represented our share of the net income of Russell Sigler, Inc. (“RSI”), in which we have a 38.4% equity interest.
Interest Income, Net
Interest income, net for the second quarter of 2025 decreased $2.6 million, or 53%, primarily due to lower cash and short-term cash investment balances on hand and lower interest earned on cash and cash equivalents for the 2025 period as compared to the same period in 2024.
Income Taxes
| Quarter Ended June 30, | ||||||||||||||||
| (in millions) | 2025 | 2024 | Change | |||||||||||||
| Income taxes |
$ | 57.4 | $ | 59.1 | $ | (1.7 | ) | (3 | %) | |||||||
| Effective income tax rate |
23.7 | % | 24.3 | % | ||||||||||||
Income taxes represent a composite of the income taxes attributable to our wholly owned operations and income taxes attributable to our joint ventures with Carrier Global Corporation (“Carrier”), which are primarily taxed as partnerships for income tax purposes; therefore, Carrier is responsible for its proportionate share of income taxes attributable to its share of earnings from these joint ventures. The decrease in the effective income tax rate was primarily due to higher tax credits in 2025 as compared to the same period in 2024.
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Net Income Attributable to Watsco, Inc.
Net income attributable to Watsco, Inc. for the quarter ended June 30, 2025 increased $2.2 million, or 1%, compared to the same period in 2024.
First Half of 2025 Compared to First Half of 2024
Revenues
| Six Months Ended June 30, | ||||||||||||||||
| (in millions) | 2025 | 2024 | Change | |||||||||||||
| Revenues |
$ | 3,593.5 | $ | 3,704.3 | $ | (110.8 | ) | (3 | %) | |||||||
The decrease in revenues for the first half of 2025 included $12.7 million attributable to new locations acquired and $13.4 million from other locations opened during the preceding 12 months, offset by $12.4 million from locations closed.
| Six Months Ended June 30, | ||||||||||||||||
| (in millions) | 2025 | 2024 | Change | |||||||||||||
| Same-store sales |
$ | 3,567.4 | $ | 3,691.9 | $ | (124.5 | ) | (3 | %) | |||||||
The following table presents our revenues for the six months ended June 30, 2025 as a percentage of sales, by major product lines and the related percentage change in revenues from the prior period:
| % of Sales | ||||||||||||
| Six Months Ended June 30, | ||||||||||||
| 2025 | 2024 | % Change | ||||||||||
| HVAC equipment |
68 | % | 70 | % | (4 | %) | ||||||
| Other HVAC products |
28 | % | 26 | % | (2 | %) | ||||||
| Commercial refrigeration products |
4 | % | 4 | % | (1 | %) | ||||||
HVAC equipment sales reflect a 3% decrease in residential products, which is composed of unitary compressor-bearing systems, furnaces, and other indoor components (3% decrease in U.S. markets and a 13% decrease in international markets), and an 8% decrease in sales of commercial HVAC equipment (7% decrease in U.S. markets and a 9% decrease in international markets). The majority component of residential unitary compressor-bearing systems represents “ducted” systems produced by a variety of OEMs. Sales of ducted residential compressor-bearing systems decreased 5% during the first half of 2025, reflecting a 12% decrease in unit volume and a 7% increase in average selling price. Domestic sales of residential unitary compressor-bearing systems decreased 4%, reflecting an 11% decrease in units and a 7% increase in average selling price.
Gross Profit
| Six Months Ended June 30, | ||||||||||||||||
| (in millions) | 2025 | 2024 | Change | |||||||||||||
| Gross profit |
$ | 1,033.1 | $ | 1,010.4 | $ | 22.7 | 2 | % | ||||||||
| Gross margin |
28.7 | % | 27.3 | % | ||||||||||||
Gross profit margin improved 140 basis-points primarily due to the impact of pricing and sales mix for HVAC equipment in 2025 as compared to the same period in 2024.
Selling, General and Administrative Expenses
| Six Months Ended June 30, | ||||||||||||||||
| (in millions) | 2025 | 2024 | Change | |||||||||||||
| Selling, general and administrative expenses |
$ | 661.6 | $ | 628.6 | $ | 33.0 | 5 | % | ||||||||
| Selling, general and administrative expenses as a percentage of revenues |
18.4 | % | 17.0 | % | ||||||||||||
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On a same-store basis, selling, general and administrative expenses increased 5% as compared to the same period in 2024, primarily due to increases in headcount, salaries, and facilities costs.
Other Income
Other income of $12.5 million and $13.5 million for the first half of 2025 and 2024, respectively, represents our share of the net income of RSI, in which we have a 38.4% equity interest.
Interest Income, Net
Interest income, net for the first half of 2025 increased $0.4 million, or 5%, primarily due to greater interest earned on cash and short-term investments for the 2025 period as compared to the same period in 2024.
Income Taxes
| Six Months Ended June 30, | ||||||||||||||||
| (in millions) | 2025 | 2024 | Change | |||||||||||||
| Income taxes |
$ | 80.5 | $ | 83.8 | $ | (3.3 | ) | (4 | %) | |||||||
| Effective income tax rate |
23.2 | % | 23.5 | % | ||||||||||||
Income taxes represent a composite of the income taxes attributable to our wholly owned operations and income taxes attributable to our joint ventures with Carrier, which are primarily taxed as partnerships for income tax purposes; therefore, Carrier is responsible for its proportionate share of income taxes attributable to its share of earnings from these joint ventures. The decrease in the effective income tax rate was primarily due to higher tax credits combined with lower earnings in 2025 as compared to the same period in 2024.
Net Income Attributable to Watsco, Inc.
Net income attributable to Watsco, Inc. for the first half of 2025 decreased $4.7 million, or 2%, compared to the same period in 2024.
Liquidity and Capital Resources
We assess our liquidity in terms of our ability to generate cash to execute our business strategy and fund operating and investing activities, taking into consideration the seasonal demand for HVAC/R products, which peaks in the months of May through August. Significant factors that could affect our liquidity include the following:
| • | cash needed to fund our business (primarily working capital requirements); |
| • | borrowing capacity under our revolving credit facility; |
| • | the timing and extent of sales of Common stock under our at-the-market offering program; |
| • | the ability to attract long-term capital with satisfactory terms; |
| • | acquisitions, including joint ventures and investments in unconsolidated entities; |
| • | dividend payments; |
| • | capital expenditures; and |
| • | the timing and extent of Common and Class B common stock (collectively “common stock”) repurchases. |
Sources and Uses of Cash
We rely on cash flows from operations and borrowing capacity under our revolving credit agreement to fund seasonal working capital needs and for other general corporate purposes in the short-term and the long-term, including dividend payments (if and as declared by our Board of Directors), capital expenditures, business acquisitions, and development of our long-term operating and technology strategies. Additionally, we may also generate cash through the issuance and sale of our Common stock.
We believe that the combination of our operating cash flows, cash on hand, available borrowings under our revolving credit agreement, and funds available from sales of our Common stock under our 2024 ATM Program, each of which is described below, will be sufficient to meet our liquidity needs for the foreseeable future. However, there can be no assurance that our current sources of available funds will be sufficient to meet our cash requirements.
As of June 30, 2025, we had $293.0 million of cash and cash equivalents, of which $94.8 million was held by foreign subsidiaries. The repatriation of cash balances from our foreign subsidiaries could have adverse tax impacts or be subject to capital controls; however, these balances are generally available to fund the ordinary business operations of our foreign subsidiaries without legal restrictions.
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Our access to funds under our revolving credit agreement depends on the ability of the syndicate banks to meet their respective funding commitments. Disruptions in the credit and capital markets could adversely affect our ability to draw on our revolving credit agreement and may also adversely affect the determination of interest rates, particularly rates based on the Secured Overnight Financing Rate (“SOFR”), which is one of the base rates under our revolving credit agreement. SOFR has limited historical data and is a secured lending rate. The use of SOFR as a base rate under our revolving credit agreement could give rise to uncertainties and volatility in the benchmark rates applicable to our borrowings under such agreement. Additionally, disruptions in the credit and capital markets could also result in increased borrowing costs or reduced borrowing capacity under our revolving credit agreement.
Working Capital
Working capital increased to $2,228.8 million at June 30, 2025 from $2,096.1 million at December 31, 2024 due to: (i) higher inventory balances driven by the seasonal ramp-up in inventories in connection with our selling season and the A2L product transition; (ii) higher accounts receivable; and (iii) lower cash and short-term cash investments consistent with the change in inventory.
Cash Flows
The following table summarizes our cash flow activity for the six months ended June 30, 2025 and 2024 (in millions):
| 2025 | 2024 | Change | ||||||||||
| Cash flows (used in) provided by operating activities |
$ | (185.1 | ) | $ | 161.4 | $ | (346.5 | ) | ||||
| Cash flows provided by (used in) investing activities |
$ | 222.3 | $ | (217.3 | ) | $ | 439.6 | |||||
| Cash flows (used in) provided by financing activities |
$ | (274.2 | ) | $ | 73.8 | $ | (348.0 | ) | ||||
The individual items contributing to cash flow changes for the periods presented are detailed in the condensed consolidated unaudited statements of cash flows contained in this Quarterly Report on Form 10-Q.
Operating Activities
Net cash used in operating activities was higher primarily due to higher inventory balances driven by the seasonal ramp-up in inventories and new products related to the A2L product transition, and the timing of vendor payments, partially offset by a lower increase in accounts receivable in 2025 as compared to 2024.
Investing Activities
Net cash provided by investing activities increased primarily due to proceeds from certificates of deposit that matured in 2025.
Financing Activities
Net cash used in financing activities increased primarily due to $281.8 million in net proceeds received in March 2024 from the sale of Common stock under our 2021 ATM Program (as defined below), as well as distributions to the non-controlling interest in 2025.
Revolving Credit Agreement
We maintain an unsecured, five-year $600.0 million syndicated multicurrency revolving credit agreement, which may be used for, among other things, funding seasonal working capital needs and for other general corporate purposes, including acquisitions, dividends (if and as declared by our Board of Directors), capital expenditures, stock repurchases, and issuances of letters of credit. The revolving credit facility has a seasonal component from October 1 to March 31, during which the borrowing capacity may be reduced to $500.0 million at our discretion (which effectively reduces fees payable in respect of the unused portion of the commitment). Included in the revolving credit facility are a $125.0 million swingline loan sublimit, a $10.0 million letter of credit sublimit, a $75.0 million alternative currency borrowing sublimit, and an $10.0 million Mexican borrowing subfacility. The revolving credit agreement matures on March 16, 2028.
At June 30, 2025 and December 31, 2024, there was no outstanding balance under the revolving credit agreement. The revolving credit agreement contains customary affirmative and negative covenants, including financial covenants with respect to consolidated leverage and interest coverage ratios, and other customary restrictions. We believe we were in compliance with all covenants at June 30, 2025.
At-the-Market Offering Program
On August 6, 2021, we entered into a sales agreement with Robert W. Baird & Co. Inc. (“Baird”), which enabled the Company to issue and sell shares of Common stock in one or more negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), for a maximum aggregate offering amount of up to $300.0 million (the “2021 ATM Program”).
During the quarter ended March 31, 2024, we issued and sold 712,000 shares of Common stock under the 2021 ATM Program for net proceeds of $281.8 million. We used a portion of the proceeds to repay outstanding debt under our revolving credit agreement and purchased short-term cash investments with the remainder. In aggregate, we issued and sold $298.5 million of Common stock under the 2021 ATM Program.
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On May 3, 2024, we entered into an amended and restated sales agreement with Baird (the “2024 ATM Program”), which enables the further issuance and sale of Common stock for a maximum aggregate offering amount of up to $400.0 million. At June 30, 2025, $400.0 million was available for sale under the 2024 ATM Program. The offer and sale of shares under the 2024 ATM Program had been registered under the Securities Act pursuant to our automatically effective shelf registration statement on Form S-3 (File No. 333-282975).
Investment in Unconsolidated Entity
Carrier Enterprise I, one of our joint ventures with Carrier, in which we have an 80% controlling interest, has a 38.4% ownership interest in RSI, an HVAC distributor operating from 36 locations in the Western U.S. Our proportionate share of the net income of RSI is included in other income in our condensed consolidated unaudited statements of income.
Carrier Enterprise I is a party to a shareholders’ agreement with RSI and its shareholders (the “RSI Shareholders’ Agreement”), consisting of five Sigler second generation family siblings and their affiliates, who collectively own 55.4% of RSI (the “RSI Majority Holders”) and certain next-generation Sigler family members and an employee, who collectively own 6.2% of RSI (the “RSI Minority Holders” and, together with the RSI Majority Holders, the “RSI Shareholders”). Pursuant to the RSI Shareholders’ Agreement, the RSI Shareholders have the right to sell, and Carrier Enterprise I has the obligation to purchase, their respective shares of RSI for a purchase price determined based on the higher of book value or a multiple of EBIT, the latter of which Carrier Enterprise I used to calculate the price for its 38.4% investment held in RSI. The RSI Shareholders may transfer their respective shares of RSI common stock only to members of the Sigler family or to Carrier Enterprise I, and, at any time from and after the date on which Carrier Enterprise I owns 85% or more of RSI’s outstanding common stock, it has the right, but not the obligation, to purchase from the RSI Shareholders the remaining outstanding shares of RSI common stock. At June 30, 2025, using the criteria set forth in the RSI Shareholders’ Agreement, the valuation of the RSI Shareholders’ RSI common stock was approximately $460.0 million.
On July 28, 2023, Watsco, Carrier Enterprise I, and the RSI Majority Holders entered into an agreement that (1) provides Carrier Enterprise I the discretion, but not the obligation, to fund up to 80% of any purchase from the RSI Majority Holders of their RSI common stock, as required under the Shareholders’ Agreement, using Watsco Common stock (the “Offered Shares”), (2) provides that any Offered Shares actually issued would be valued based on the average volume-weighted average price of Watsco’s Common stock for the ten trading days immediately preceding the payment date for the applicable RSI shares, and (3) limits the amount of RSI shares that may be collectively sold by the RSI Majority Holders to Carrier Enterprise I under the Shareholders’ Agreement to $125.0 million during any rolling 12-month period. We have not issued or sold any Offered Shares, and there is no assurance that we will issue and sell any Offered Shares, nor is the number of Offered Shares that may be issued and sold currently determinable.
We believe that our operating cash flows, cash on hand or funds available for borrowing under our revolving credit agreement, or use of the 2024 ATM Program would be sufficient to purchase any additional ownership interests in RSI for cash pursuant to the agreement described in the preceding paragraph.
Acquisitions
Southern Ice Equipment Distributors, Inc.
On May 1, 2025, one of our wholly owned subsidiaries acquired SIE, a distributor of food service and ice machine equipment, parts and supplies with annual sales of approximately $30.0 million operating from seven locations in Arizona, Arkansas, Louisiana, Mississippi, New Mexico, and Texas. Consideration for the purchase consisted of $14.3 million in cash and 7,400 shares of Common stock having a fair value of $3.4 million, net of cash acquired of $0.7 million. The preliminary purchase price resulted in the recognition of $7.8 million in goodwill.
Hawkins HVAC Distributors, Inc.
On April 1, 2025, one of our wholly owned subsidiaries acquired Hawkins, a distributor of commercial HVAC supplies with annual sales of approximately $9.0 million, operating from two locations in North Carolina and South Carolina. Consideration for the purchase consisted of $2.5 million in cash, net of cash acquired of $0.4 million.
W.L. Lashley & Associates, Inc.
On January 3, 2025, Carrier Enterprise I acquired Lashley, a distributor of commercial HVAC supplies with annual sales of approximately $8.0 million, operating from one location in Houston, Texas. Consideration for the purchase consisted of $3.7 million in cash, 1,036 shares of Common stock having a fair value of $0.5 million, and $0.8 million for repayment of indebtedness, net of cash acquired of $0.8 million. Carrier contributed $1.0 million cash to Carrier Enterprise I in connection with the acquisition of Lashley. The preliminary purchase price resulted in the recognition of $3.1 million in goodwill.
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Commercial Specialists, Inc.
On February 1, 2024, one of our wholly owned subsidiaries acquired CSI, a distributor of HVAC products with annual sales of approximately $13.0 million, operating from two locations in Kentucky and Ohio. Consideration for the purchase consisted of $6.0 million in cash, 1,904 shares of Common stock having a fair value of $0.8 million, and $0.6 million for repayment of indebtedness, net of cash acquired of $1.4 million. The purchase price resulted in the recognition of $2.5 million in goodwill.
We continually evaluate potential acquisitions and/or joint ventures and investments in unconsolidated entities. We routinely hold discussions with several acquisition candidates. Should suitable acquisition opportunities arise that would require additional financing, we believe our financial position and earnings history provide a sufficient basis for us to either obtain additional debt financing at competitive rates and on reasonable terms or raise capital through the issuance of equity securities.
Common Stock Dividends
We paid cash dividends of $5.70 and $5.15 per share on common stock during the six months ended June 30, 2025 and 2024, respectively. On July 1, 2025, our Board of Directors declared a regular quarterly cash dividend of $3.00 per share on common stock that was paid on July 31, 2025 to shareholders of record as of July 16, 2025. Future dividends and/or changes in dividend rates are at the sole discretion of the Board of Directors and depend upon factors including, but not limited to, cash flow generated by operations, profitability, financial condition, cash requirements, prospects, and other factors deemed relevant by our Board of Directors.
Dividend Reinvestment Plan
On March 29, 2024, we implemented the Watsco, Inc. Dividend Reinvestment Plan (the “DRIP”), under which existing shareholders may, in accordance with the DRIP, acquire up to 300,000 shares of each of Common and Class B common stock, as applicable, by reinvesting all or a portion of the cash dividends paid on such shareholders’ shares of common stock. The DRIP has been registered under the Securities Act pursuant to our automatically effective shelf registration statement on Form S-3 (File No. 333-282975).
During the quarters ended June 30, 2025 and 2024, 16,553 and 4 shares of our common stock, respectively, were issued under the DRIP. During the six months ended June 30, 2025 and 2024, 30,495 and 4 shares of our common stock, respectively, were issued under the DRIP.
Company Share Repurchase Program
In September 1999, our Board of Directors authorized the repurchase, at management’s discretion, of up to 7,500,000 shares of common stock in the open market or via private transactions. Shares repurchased under the program are accounted for using the cost method and result in a reduction of shareholders’ equity. We last repurchased shares under this plan in 2008. In aggregate, 6,370,913 shares of common stock have been repurchased at a cost of $114.4 million since the inception of the program. At June 30, 2025, there were 1,129,087 shares remaining authorized for repurchase under the program.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to the information regarding market risk provided in Item 7A, Quantitative and Qualitative Disclosures about Market Risk, of our Annual Report on Form 10-K for the year ended December 31, 2024.
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ITEM 6. EXHIBITS
INDEX TO EXHIBITS
| # | filed herewith. |
| + | furnished herewith. |
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SIGNATURE
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) | ||||||
| Date: August 8, 2025 | By: | /s/ Ana M. Menendez | ||||
| Ana M. Menendez | ||||||
| Chief Financial Officer (on behalf of the Registrant and as Principal Financial Officer) | ||||||
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Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Albert H. Nahmad, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Watsco, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 8, 2025
| /s/ Albert H. Nahmad |
| Albert H. Nahmad |
| Chief Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Barry S. Logan, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Watsco, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 8, 2025
| /s/ Barry S. Logan |
| Barry S. Logan |
| Executive Vice President |
Exhibit 31.3
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ana M. Menendez, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Watsco, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: August 8, 2025
| /s/ Ana M. Menendez |
| Ana M. Menendez |
| Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Watsco, Inc. (“Watsco”) for the quarter and six months ended June 30, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Albert H. Nahmad, as Chief Executive Officer of Watsco, Barry S. Logan, as Executive Vice President of Watsco and Ana M. Menendez, as Chief Financial Officer of Watsco, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Watsco. |
| /s/ Albert H. Nahmad |
| Albert H. Nahmad |
| Chief Executive Officer |
| August 8, 2025 |
| /s/ Barry S. Logan |
| Barry S. Logan |
| Executive Vice President |
| August 8, 2025 |
| /s/ Ana M. Menendez |
| Ana M. Menendez |
| Chief Financial Officer |
| August 8, 2025 |
A signed original of this written statement required by Section 906 has been provided to Watsco and will be retained by Watsco and furnished to the Securities and Exchange Commission or its staff upon request.
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by Watsco for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.