16 unchanged sentences
(c) Changes in Internal Control over Financial Reporting
−Removed: Table Contents
−Removed: THE ENSIGN GROUP, INC.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
There were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, that occurred during the fourth quarter of fiscal 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the financial statements as of and for the year ended December 31, 2021 of the Company and our report dated February 9, 2022, expressed an unqualified opinion on those financial statements.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022 of the Company and our report dated February 2, 2023, expressed an unqualified opinion on those financial statements.
Basis for Opinion
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Costa Mesa, California February 2, 2023
−Removed: Table Contents
−Removed: THE ENSIGN GROUP, INC.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
OTHER INFORMATION
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The code of ethics and business conduct is available on our website at www.ensigngroup.net under the Investor Relations section.
+Added: The information contained in, or that can be accessed through, our website does not constitute a part of this Annual Report on Form 10-K.
We intend to satisfy any disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the code of ethics by posting such information on our website, at the address specified above.
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The following exhibits are filed or furnished with or incorporated by reference this Annual Report on Form 10-K.
−Removed: Table Contents
−Removed: THE ENSIGN GROUP, INC.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Exhibit File Exhibit Filing Filed
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participate in the Texas Medicaid program S-1 333-142897 10.51 10/19/2007
+Added: Exhibit File Exhibit Filing Filed
+Added: Exhibit Description* Form No.
+Added: Date Herewith
Form of Client Service Contract pursuant to which certain subsidiaries of The Ensign Group, Inc.
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8-K 001-33757 10.75 5/8/2014
−Removed: Table Contents
−Removed: THE ENSIGN GROUP, INC.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
−Removed: Exhibit File Exhibit Filing Filed
−Removed: Exhibit Description* Form No.
−Removed: Date Herewith
Form of Master Lease by and among certain subsidiaries of The Ensign Group, Inc.
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Department of Housing and Urban Development Security Instrument/Mortgage/Deed of Trust 8-K 001-33757 10.2 1/3/2018
−Removed: Transition Services Agreement, dated as of October 1, 2019, by and between The Ensign Group, Inc.
−Removed: and The Pennant Group, Inc 8-K 001-33757 10.1 10/1/2019
−Removed: Tax Matters Agreement, dated as of October 1, 2019, by and between The Ensign Group, Inc.
−Removed: and The Pennant Group, Inc.
−Removed: 8-K 001-33757 10.2 10/1/2019
−Removed: Employee Matters Agreement, dated as of October 1, 2019, by and between The Ensign Group, Inc.
−Removed: and The Pennant Group, Inc.
−Removed: 8-K 001-33757 10.3 10/1/2019
Third Amended and Restated Credit Agreement, dated as of October 1, 2019, by and among The Ensign Group, Inc., SunTrust Bank, now known as Truist, as administrative agent, and the lenders party thereto 8-K 001-33757 10.4 10/1/2019
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Deferred Compensation Plan 10-K 001-33757 10.2 2/3/2021
−Removed: First Amendment to Third Amended and Restated Credit Agreement, dated as of February 8, 2022, by and among The Ensign Group, Inc., Standard Bearer Healthcare REIT, Inc., Truist Bank (as successor by merger to SunTrust Bank), as administrative agent, and the lenders party thereto X
+Added: Exhibit File Exhibit Filing Filed
+Added: Exhibit Description* Form No.
+Added: Date Herewith
+Added: First Amendment to Third Amended and Restated Credit Agreement, dated as of February 8, 2022, by and among The Ensign Group, Inc., Standard Bearer Healthcare REIT, Inc., Truist Bank (as successor by merger to SunTrust Bank), as administrative agent, and the lenders party thereto 10-K 001-33757 10.1 2/9/2022
+Added: Second Amendment to Third Amended and Restated Credit Agreement, dated as of April 8, 2022, by and among The Ensign Group, Inc.
+Added: and Truist Bank, as administrative agent, and the lenders party thereto.
+Added: 8-K 001-33757 10.1 4/12/2022
+Added: The Ensign Group, Inc.
+Added: 2022 Omnibus Incentive Plan DEF 14A 001-33757 A 4/14/2022
+Added: Form of 2022 Omnibus Incentive Plan Notice of Grant of Stock Options;
+Added: and form of Non-Incentive Stock Option Award Terms and Conditions X
+Added: Form of 2022 Omnibus Incentive Plan Restricted Stock Agreement X
Subsidiaries of The Ensign Group, Inc., as amended X
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X
−Removed: Table Contents
−Removed: THE ENSIGN GROUP, INC.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
−Removed: Exhibit File Exhibit Filing Filed
−Removed: Exhibit Description* Form No.
−Removed: Date Herewith
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X
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Not applicable
−Removed: Table Contents
−Removed: THE ENSIGN GROUP, INC.
−Removed: NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
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.
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SHAW Director February 2, 2023
−Removed: DANIELS Director February 9, 2022
+Added: AGWUNOBI Director February 2, 2023
SMITH Director February 2, 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.