6 unchanged sentences
Notwithstanding the foregoing, a control system, no matter how well designed, implemented and operated can provide only reasonable, not absolute, assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in the Company’s periodic reports.
−Removed: The Company acquired Lima One Holdings, LLC during 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, Lima One Holdings, LLC’s internal control over financial reporting associated with total assets of $505.5 million and total net interest income and other revenue of $26.2 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2021.
(b) Management’s Report on Internal Control Over Financial Reporting
9 unchanged sentences
In making this assessment, the Company’s management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework 2013 (the “2013 COSO Framework”).
−Removed: As a result of this assessment, management concluded that, as of December 31, 2021, the Company’s internal
−Removed: control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
+Added: As a result of this assessment, management concluded that, as of December 31, 2022, the Company’s internal control over financial reporting was effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
The Company’s independent registered public accounting firm, KPMG LLP, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting.
9 unchanged sentences
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 the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income/(loss), changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes and Schedule IV – Mortgage Loans on Real Estate (collectively, the consolidated financial statements), and our report dated February 23, 2022 expressed an unqualified opinion on those consolidated financial statements.
−Removed: The Company acquired Lima One Holdings, LLC during 2021, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, Lima One Holdings, LLC’s internal control over financial reporting associated with total assets of $505.5 million and total net interest income and other revenue of $26.2 million included in the consolidated financial statements of the Company as of and for the year ended December 31, 2021.
−Removed: Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Lima One Holdings, LLC.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income/(loss), changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes and financial statement Schedule IV – Mortgage Loans on Real Estate (collectively, the consolidated financial statements), and our report dated February 23, 2023 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
63 unchanged sentences
Auditor Firm ID:
−Removed: The information to be included in the Proxy Statement concerning principal accounting fees and services and the Audit Committee’s pre-approval policies and procedures required by Item 14 is incorporated herein by reference.
+Added: The information to be included in the Proxy Statement concerning principal accountant fees and services and the Audit Committee’s pre-approval policies and procedures required by Item 14 is incorporated herein by reference.
Exhibits and Financial Statement Schedules
16 unchanged sentences
3.7 Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated May 24, 2011 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated May 26, 2011 (Commission File No.
+Added: 3.8 Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated April 4, 2022 (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated April 4, 2022 (Commission File No.
+Added: 9 Articles of Amendment to the Amended and Restated Articles of Incorporation of the Company, dated April 4, 2022 (incorporated herein by reference to Exhibit 3.2 to the Company’s Form 8-K, dated April 4, 2022 (Commission File No.
3.10 Articles Supplementary of the Company, dated April 22, 2004, designating the Company’s 8.50% Series A Cumulative Redeemable Preferred Stock (incorporated herein by reference to Exhibit 3.4 to the Company’s Form 8-A, dated April 23, 2004 (Commission File No.
2 unchanged sentences
3.13 Amended and Restated Bylaws of the Company (as amended and restated through April 10, 2017) (incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K, dated April 12, 2017 (Commission File No.
−Removed: 4.1 * Description of the Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.
+Added: 4.1 Description of the Company’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.1 to the Company’s Form 10-K, filed on February 23, 2022 (Commission File No.
4.2 Specimen of Common Stock Certificate of the Company (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-4, dated February 12, 1998 (Commission File No.
6 unchanged sentences
Knutson (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 10-K, filed on February 23, 2021 (Commission File No.
+Added: 10.2 Amendment No.
+Added: 1, dated as of May 3, 2022, to Amended and Restated Employment Agreement, entered into
+Added: as of February 22, 2021, by and between the Company and Craig L.
+Added: Knutson (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 10-Q, filed on May 4, 2022 (Commission File No.
10.3 Amended and Restated Employment Agreement, entered into as of February 22, 2021, by and between the Company and Gudmundur Kristjansson (incorporated herein by reference to Exhibit 10.4 to the Company’s Form 10-K, filed on February 23, 2021 (Commission File No.
+Added: 4 Amendment No.
+Added: 1, dated as of May 3, 2022, to Amended and Restated Employment Agreement, entered into
+Added: as of February 22, 2021, by and between the Company and Gudmundur Kristjansson (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 10-Q, filed on May 4, 2022 (Commission File No.
10.5 Amended and Restated Employment Agreement, entered into as of February 22, 2021, by and between the Company and Bryan Wulfsohn (incorporated herein by reference to Exhibit 10.6 to the Company’s Form 10-K, filed on February 23, 2021 (Commission File No.
+Added: 6 Amendment No.
+Added: 1, dated as of May 3, 2022, to Amended and Restated Employment Agreement, entered into
+Added: as of February 22, 2021, by and between the Company and Bryan Wulfsohn (incorporated herein by reference to Exhibit 10.3 to the Company’s Form 10-Q, filed on May 4, 2022 (Commission File No.
10.7 Amended and Restated Agreement, entered into as of May 5, 2021, by and between the Company and Stephen D.
15 unchanged sentences
10.20 Form of Director and Officer Indemnification Agreement (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K, dated May 19, 2020 (Commission File No.
−Removed: 10.18 Reinstatement Agreement, dated as of June 26, 2020, by and among the Company and the several Participating Counterparties thereto (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K, dated June 30, 2020 (Commission File No.
21 * Subsidiaries of the Company.
51 unchanged sentences
Chair and Director
−Removed: February 23, 2022 By /s/ James A.
February 23, 2023 By /s/ Robin Josephs
5 unchanged sentences
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.