UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 4.01. | Changes in Registrant’s Certifying Accountant |
| (a) | Dismissal of Independent Registered Public Accounting Firm |
On April 18, 2023, Watsco, Inc., a Florida corporation (the “Company”), dismissed KPMG LLP (“KPMG”) as its independent registered public accounting firm effective upon the filing of the Company’s Form 10-Q for the interim period ended March 31, 2023. The decision to dismiss KPMG was approved by the Audit Committee of the Company’s Board of Directors (the “Audit Committee”).
KPMG’s audit reports on the Company’s consolidated financial statements as of and for the two years ended December 31, 2022 and 2021 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the two years ended December 31, 2022 and the subsequent interim period from January 1, 2023 through April 18, 2023, there were no (i) disagreements, (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Exchange Act), between the Company and KPMG on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of such disagreements in connection with its audit report on the Company’s consolidated financial statements, or (ii) “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K, that would require disclosure under Item 304(a)(1)(v) of Regulation S-K.
| (b) | Engagement of New Independent Registered Public Accounting Firm |
On April 18, 2023, the Audit Committee notified Deloitte & Touche LLP (“Deloitte”) that they had been appointed to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, beginning with the interim period ending on June 30, 2023, with such appointment to be effective upon the execution of an engagement letter with Deloitte and related completion of Deloitte’s standard client acceptance procedures.
During the two years ended December 31, 2022 and the subsequent interim period from January 1, 2023 through April 18, 2023, neither the Company nor anyone acting on its behalf has consulted Deloitte regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by Deloitte that Deloitte concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing, or financial reporting issue; or (ii) any matter that was either subject of a disagreement, as that term is defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided KPMG with a copy of the foregoing disclosures prior to the date of the filing of this Current Report on Form 8-K with the SEC and requested that KPMG furnish the Company with a letter addressed to the SEC stating whether or not it agreed with the above statements reported pursuant to Item 304(a) of Regulation S-K. A copy of KPMG’s letter to the SEC dated April 24, 2023 is filed as Exhibit 16.1 hereto.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 16.1 | Letter of KPMG LLP, dated April 24, 2023 | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WATSCO, INC. | ||||||
| Dated: April 24, 2023 |
By: | /s/ Ana M. Menendez | ||||
| Ana M. Menendez, | ||||||
| Chief Financial Officer | ||||||
Exhibit 16.1
April 24, 2023
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We are currently principal accountants for Watsco, Inc. and, under the date of February 24, 2023, we reported on the consolidated financial statements of Watsco, Inc. and subsidiaries as of and for the years ended December 31, 2022 and 2021, and the effectiveness of internal control over financial reporting as of December 31, 2022. On April 18, 2023, we were notified that the auditor-client relationship with KPMG LLP will cease upon completion of our review of Watsco, Inc.’s consolidated financial statements on Form 10-Q for the interim period ended March 31, 2023.
We have read Watsco, Inc.’s statements included under Item 4.01 of its Form 8-K dated April 18, 2023, and we agree with such statements, except we are not in a position to agree or disagree with Watsco, Inc.’s statements in item 4.01(b).
Very truly yours,
/s/ KPMG LLP