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WSO > SEC Filings for WSO > Form 8-K/A on 17-Sep-2009All Recent SEC Filings

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Form 8-K/A for WATSCO INC


17-Sep-2009

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibit


Item 2.01. Completion of Acquisition or Disposition of Assets.

On July 8, 2009, Watsco, Inc. ("the Registrant") filed a Current Report on Form 8-K reporting that, on July 1, 2009, the Registrant completed the formation of Carrier Enterprise LLC, a joint venture with Carrier Corporation ("Carrier"), pursuant to a purchase and contribution agreement dated May 3, 2009, as amended June 29, 2009, by and between Carrier and the Registrant, pursuant to which the Registrant acquired certain sales and distribution operations from Carrier (the "Carrier Sales & Distribution Business"). In that Current Report, the Registrant indicated that it would file the financial statements and pro forma financial information required pursuant to Item 9.01(a) and (b) of Form 8-K, by amendment to the Current Report. This Amendment No. 1 to the July 1, 2009 Current Report on Form 8-K contains the required financial statements and pro forma financial information which was not available at the time the Current Report on Form 8-K was filed.



Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The following financial statements of the Carrier Sales & Distribution Business are attached as Exhibit 99.1 to this Form 8-K/A and are incorporated herein by reference:

• Audited combined balance sheet as of December 31, 2008 and the combined statement of operations, combined statement of cash flows and combined statement of changes in divisional equity for the year ended December 31, 2008, and the notes related thereto, including the Report of Independent Registered Public Accounting Firm, issued by PricewaterhouseCoopers LLP, dated September 17, 2009;

• Unaudited combined balance sheet as of June 30, 2009 and the combined statement of operations, combined statement of cash flows and combined statement of changes in divisional equity for the six months ended June 30, 2009, and the notes related thereto; and

• Unaudited combined statement of operations and combined statement of cash flows for the six months ended June 30, 2008, and the notes related thereto.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined balance sheet of the Registrant and the Carrier Sales & Distribution Business as of June 30, 2009 and the related unaudited pro forma condensed combined statements of income for the six months ended June 30, 2009 and for the year ended December 31, 2008 that give effect to the joint venture with Carrier, are attached as Exhibit 99.2 to this Form 8-K/A and are incorporated herein by reference.



(d) Exhibits

Exhibit
Number      Description
99.1        Carrier Sales & Distribution Business audited combined financial
            statements for the year ended December 31, 2008, and the notes related
            thereto, and unaudited combined financial statements for the six
            months ended June 30, 2009 and 2008, and the notes related thereto.

99.2        The unaudited pro forma condensed combined balance sheet of the
            Registrant and the Carrier Sales & Distribution Business as of June
            30, 2009 and the related unaudited pro forma condensed combined
            statements of income for the six months ended June 30, 2009 and for
            the year ended December 31, 2008.

99.3        Consent of PricewaterhouseCoopers LLP.


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