-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TYiYSRQ5rKNta4irg9xGKNPjgX178QGJelNQmFm8s7VzebMmuhpniE6LsJ1g/4Qw M3AceRC6CinATtAeHWy9AA== 0001171520-03-000068.txt : 20030326 0001171520-03-000068.hdr.sgml : 20030325 20030326170117 ACCESSION NUMBER: 0001171520-03-000068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030326 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030326 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WATTS INDUSTRIES INC CENTRAL INDEX KEY: 0000795403 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 042916536 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11499 FILM NUMBER: 03618815 BUSINESS ADDRESS: STREET 1: 815 CHESTNUT ST CITY: NORTH ANDOVER STATE: MA ZIP: 01845 BUSINESS PHONE: 9786881811 MAIL ADDRESS: STREET 1: 815 CHESTNUT STREET CITY: NORTH ANDOVER STATE: MA ZIP: 01845 8-K 1 d1156.txt WATTS INDUSTRIES, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2003 Watts Industries, Inc. (Exact name of Registrant as specified in its charter) Delaware 1-11499 04-2916536 (State or other jurisdiction (Commission File (I.R.S. Employer of incorporation) Number) Identification No.) 815 Chestnut Street North Andover, MA 01845 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (978) 688-1811 WATTS INDUSTRIES, INC. CURRENT REPORT ON FORM 8-K ITEM 5. Other Events On March 26, 2003 Watts Industries, Inc. ("Watts") issued a press release setting forth Watts' revised earnings for the three months and year ended December 31, 2002. A copy of the press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference. ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits Exhibit 99.1 - Press Release of Watts Industries, Inc. dated March 26, 2003. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WATTS INDUSTRIES, INC. Date: March 26, 2003 By: /s/ William C. McCartney ------------------------------- William C. McCartney Chief Financial Officer EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT - -------------- ------- 99.1 Press release dated March 26, 2003, issued by Watts Industries, Inc. EX-99.1 3 ex99-1.txt EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contact: William C. McCartney - --------------------- Chief Financial Officer Telephone: (978) 688-1811 Fax: (978) 688-2976 WATTS INDUSTRIES REVISES EARNINGS North Andover, MA...March 26, 2003. On February 12, 2003, Watts Industries, Inc. (NYSE Symbol "WTS") issued a press release, which disclosed its earnings for the three and twelve months ended December 31, 2002. Subsequent to February 12, 2003, management learned of unauthorized payments pertaining to the Company's joint venture located in Tianjin, China, which was established in 1994. We conducted an independent investigation, which determined that unauthorized payments and cash receipts had been made utilizing an account that was established to fund certain employee benefit programs. These transactions had not been properly recorded in our joint venture's results of operations. While this activity occurred over an eight-year period, the Company recorded a charge as of December 31, 2002 to correct and record all identified items impacting the results of operations. Therefore, the Company has revised its previously reported earnings for the twelve months ended December 31, 2002 from $1.22 diluted earnings per share to $1.21 diluted earnings per share, and for the three months ended December 31, 2002, from $.28 diluted earnings per share to $.26 diluted earnings per share. The accompanying financial statements reflect these revised earnings. On March 26, 2003, the Company is filing its annual report on Form 10-K, which will contain a complete description of these revisions. This Press Release may include statements which are not historical facts and are considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect Watts Industries' current views about future results of operations and other forward-looking information. You should not rely on forward-looking statements because Watts' actual results may differ materially from those indicated by these forward-looking statements as a result of a number of important factors. These factors include, but are not limited to, the following: loss of market share through competition, introduction of competing products by other companies, pressure on prices from competitors, suppliers, and/or customers, failure 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 fluctuations, cyclicality of industries, such as plumbing and heating wholesalers and home improvement retailers, in which the Company markets certain of its products, reductions in the supply of raw materials, increases in the prices of raw materials, economic factors, such as the levels of housing starts and remodeling, impacting the markets where the Company's products are sold, manufactured, or marketed, environmental compliance costs, product liability risks, the results and timing of the Company's manufacturing restructuring plan, changes in the status of current litigation, including the James Jones case, and other risks and uncertainties discussed under the heading "Certain Factors Affecting Future Results" in Watts' Annual Report on Form 10-K for the year ended December 31, 2002 filed with the Securities and 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. Watts Industries, Inc. designs, manufactures and sells an extensive line of valves and other products to the water quality and water regulation and control markets. 2 CONDENSED CONSOLIDATED FINANCIAL STATEMENT WATTS INDUSTRIES, INC. AND SUBSIDIARIES
Fourth Quarter Ended Twelve Months Ended December 31, December 31, 2002 2001 2002 2001 ------------------------------------------------------------------------ STATEMENTS OF INCOME Net sales $ 160,890,000 $ 139,444,000 $ 615,526,000 $ 548,940,000 Cost of sales 107,388,000 95,868,000 406,806,000 365,408,000 Selling, general and administrative 40,656,000 33,162,000 150,553,000 131,795,000 Restructuring charges 420,000 1,454,000 638,000 1,454,000 Other (income) expense, net 1,215,000 2,637,000 7,311,000 10,115,000 ------------- -------------- -------------- ------------- Income before income taxes 11,211,000 6,323,000 50,218,000 40,168,000 Provision for income taxes 4,051,000 1,884,000 17,596,000 13,612,000 ------------- -------------- -------------- ------------- Net income $ 7,160,000 $ 4,439,000 $ 32,622,000 $ 26,556,000 ============= ============== ============== ============= DILUTED EARNINGS PER SHARE Weighted Average Number of Common Shares & Equivalents 27,235,226 26,735,543 27,055,789 26,801,557 Earnings per Share: Net income $ 0.26 $ 0.17 $ 1.21 $ 0.99 ============= ============== ============== ============= Cash dividends per share $ 0.06 $ 0.06 $ 0.24 $ 0.24
3 CONDENSED CONSOLIDATED FINANCIAL STATEMENT WATTS INDUSTRIES, INC. AND SUBSIDIARIES
Fourth Quarter Ended Twelve Months Ended December 31, December 31, 2002 2001 2002 2001 ------------------------------------------------------------------- STATEMENTS OF INCOME Net Sales $ 160,890,000 $ 139,444,000 $ 615,526,000 $ 548,940,000 Net Income $ 7,160,000 $ 4,439,000 $ 32,622,000 $ 26,556,000 DILUTED EARNINGS PER SHARE Weighted Average Number of Common Shares & Equivalents 27,235,226 26,735,543 27,055,789 26,801,557 Earnings per Share: Net income $ 0.26 $ 0.17 $ 1.21 $ 0.99 Cash dividends per share $ 0.06 $ 0.06 $ 0.24 $ 0.24
4 COMPARATIVE CONDENSED BALANCE SHEET WATTS INDUSTRIES, INC. AND SUBSIDIARIES December 31, 2002 December 31, 2001 ------------------------------------- Cash and short-term investments $ 10,973,000 $ 11,997,000 Other current assets 297,823,000 244,127,000 Property, plant and equipment, at cost 248,933,000 218,235,000 Less: accumulated depreciation (114,557,000) (89,629,000) ------------- ------------ Net property, plant and equipment 134,376,000 128,606,000 Other assets 191,340,000 135,740,000 ------------- ------------ $ 634,512,000 $520,470,000 ============= ============ Current liabilities $ 231,631,000 $113,529,000 Long-term debt 56,276,000 123,212,000 Deferred income taxes 20,792,000 15,692,000 Other liabilities 29,877,000 18,723,000 Stockholders' equity 295,936,000 249,314,000 ------------- ------------ $ 634,512,000 $520,470,000 ============= ============ 5 -----END PRIVACY-ENHANCED MESSAGE-----