1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: We maintain disclosure controls and procedures (as defined in Rule 13a-15(e)
−Removed: under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are, among other things, designed to ensure that information required to be disclosed by us under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (“CEO”), Executive Vice President (“EVP”) and Chief Financial Officer (“CFO”), to allow for timely decisions regarding required disclosure and appropriate SEC filings.
+Added: We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are, among other things, designed to ensure that information required to be disclosed by us under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (“CEO”), Executive Vice President (“EVP”), and Chief Financial Officer (“CFO”), to allow for timely decisions regarding required disclosure and appropriate SEC filings.
Our management, with the participation of our CEO, EVP and CFO, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report, and, based on that evaluation, our CEO, EVP and CFO concluded that our disclosure controls and procedures were effective, at a reasonable assurance level, at and as of such date.
2 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: We are continuously seeking to improve the efficiency and effectiveness of our operations and of our internal controls.
+Added: We continuously seek to improve the efficiency and effectiveness of our internal controls.
This results in refinements to processes throughout the Company.
−Removed: However, there were no changes in internal controls over financial reporting (as such term is defined in Rules 13a-15(f)
−Removed: and 15d-15(f)
−Removed: under the Exchange Act) during the quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: In accordance with the rules and regulations of the SEC, we have not yet assessed the internal control over financial reporting of Makdad Industrial Supply Co., Inc.
−Removed: (“MIS”), Acme Refrigeration LLC (“ACME”), or TEC Distribution LLC (“TEC”), which collectively represented approximately 8% of our consolidated assets at December 31, 2021 and approximately 5% of our consolidated revenues for the year ended December 31, 2021.
−Removed: From the respective acquisition dates of August 20, 2021, May 7, 2021, and April 9, 2021 to December 31, 2021, the processes and systems of MIS, ACME, and TEC did not impact the internal controls over financial reporting for our other consolidated subsidiaries.
+Added: However, there were no changes in internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
−Removed: As previously reported, on August 6, 2021, the Company entered into a Sales Agreement (the “Original Sales Agreement”) with Robert W.
−Removed: Incorporated (the “Agent”), relating to the Company’s issuance and sale, from time to time, of up to $300.0 million of its Common stock in a registered offering pursuant to the Company’s effective Registration Statement on Form S-3.
−Removed: The Sales Agreement provided for the sale of shares in negotiated transactions or transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the New York Stock Exchange, or sales made to or through a market maker other than on an exchange.
−Removed: On February 25, 2022, the Company entered into an amended and restated Sales Agreement (the “A&R Sales Agreement”) together with Robert W.
−Removed: Incorporated and Goldman Sachs & Co.
−Removed: LLC (“GS”) for the purpose of adding GS as an additional Agent thereunder and making necessary conforming changes.
−Removed: The A&R Sales Agreement otherwise retains all material terms of the Original Sales Agreement.
−Removed: The foregoing description of the A&R Sales Agreement is only a summary and is qualified in its entirety by reference to the full text of the A&R Sales Agreement, which is filed as Exhibit 10.5(b) to this Annual Report on Form 10-K and incorporated by reference in this Item 9B.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
−Removed: This part of Form 10-K,
−Removed: which includes Items 10 through 14, is omitted because we will file definitive proxy material pursuant to Regulation 14A not more than 120 days after the close of our most recently ended fiscal year, which proxy material will include the information required by Items 10 through 14 and is incorporated herein by reference.
+Added: This part of Form 10-K, which includes Items 10 through 14, is omitted because we will file definitive proxy material pursuant to Regulation 14A not more than 120 days after the close of our most recently ended fiscal year, which proxy material will include the information required by Items 10 through 14 and is incorporated herein by reference.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
3 unchanged sentences
The schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.
−Removed: The following exhibits are submitted with this Annual Report on Form 10-K
−Removed: or, where indicated, incorporated by reference to other filings.
+Added: The following exhibits are submitted with this Annual Report on Form 10-K or, where indicated, incorporated by reference to other filings.
INDEX TO EXHIBITS
77 unchanged sentences
and Albert H.
+Added: Nahmad (filed as Exhibit 10.1(x) to the Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference).*
2014 Incentive Compensation Plan (filed as Appendix A to the Definitive Proxy Statement on Schedule 14A in respect of our 2014 Annual Meeting of Shareholders and incorporated herein by reference).
10 unchanged sentences
as a joining Lender (filed as Exhibit 10.1 to the Current Report on Form 8-K on April 16, 2020 and incorporated herein by reference).
−Removed: Sales Agreement dated August 6, 2021, by and between Watsco, Inc.
−Removed: and Robert W.
−Removed: Incorporated (filed as Exhibit 1.1 to the Current Report on Form 8-K on August 6, 2021 and incorporated herein by reference).
Amended and Restated Sales Agreement dated February 25, 2022, by and between Watsco, Inc., Robert W.
Incorporated, and Goldman Sachs & Co.
+Added: LLC (filed as Exhibit 10.5(b) to the Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference).*
2022 Annual Report to Shareholders (with the exception of the information incorporated by reference into Items 7, 8 and 9 of this Form 10-K, the 2022 Annual Report to Shareholders is provided solely for the information of the SEC and is not deemed “filed” as part of this Form 10-K).
15 unchanged sentences
management contract or compensation plan or arrangement.
+Added: FORM 10-K SUMMARY
Pursuant to the requirements of Section 13 or 15(d) 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.
5 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: Chairman of the Board and Chief Executive Officer
−Removed: (principal executive officer)
+Added: /s/ A LBERT H.
+Added: Chairman of the Board and Chief Executive Officer (principal executive officer)
February 24, 2023
3 unchanged sentences
February 24, 2023
+Added: /s/ C ESAR L.
February 24, 2023
+Added: M ICHAEL C USTER
Michael Custer
February 24, 2023
+Added: /s/ D ENISE D ICKINS
Denise Dickins
2 unchanged sentences
February 24, 2023
−Removed: February 25, 2022
+Added: /s/ A ARON J.
Director and President
February 24, 2023
+Added: /s/ S TEVEN R UBIN
February 24, 2023
+Added: /s/ V ALERIE S CHIMEL
+Added: Valerie Schimel
+Added: February 24, 2023
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.