4 unchanged sentences
As of December 31, 2023, our Chief Executive Officer and Chief Financial Officer in conjunction with our Chief Compliance Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as such term is defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934.
−Removed: Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded our disclosure controls and procedures are effective as of December 31, 2022.
+Added: Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal controls were not effective as of December 31, 2023 due to a material weakness in our controls related to the proper accounting for transactions in accordance with GAAP.
+Added: In order to remediate this matter, we plan to retain the assistance of an accounting expert to assist in the accounting and reporting of transactions.
+Added: We will consider the material weakness to be fully remediated once the applicable controls operate for a sufficient period of time and our management has concluded, through testing, that these controls are operating effectively.
Report of Management on Internal Control Over Financial Reporting
8 unchanged sentences
Under the supervision and with the participation of management, including its principal executive officer and principal financial officer, the Company’s management assessed the design and operating effectiveness of internal control over financial reporting as of December 31, 2023 based on the framework set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022.
+Added: Based on this assessment, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2023 due to the material weakness described above.
Boulay PLLP, an independent registered public accounting firm, is not required to issue, and thus has not issued, an attestation report on the Company’s internal control over financial reporting as of December 31, 2023.
Changes in Internal Control
−Removed: There were no changes in our internal control over financial reporting during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Other than the material weakness mentioned above, there were no changes in our internal control over financial reporting during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
/s/ Douglas M.
20 unchanged sentences
Polinsky earned a Bachelor of Science degree in hotel administration at the University of Nevada, Las Vegas in 1981.
−Removed: Geraci, II co-founded the Company in January 2006 and has been a director and the Chief Financial Officer of the
−Removed: Company since that time.
+Added: Geraci, II co-founded the Company in January 2006 and has been a director and the Chief Financial Officer of the Company since that time.
Since February 2002 through the present time, Mr.
15 unchanged sentences
Under his leadership, Campbell Mithun grew to be one of the 20 largest agencies in the world.
−Removed: He currently serves on the board of :
−Removed: Eggland’s Best.
−Removed: Liszt has served as a Board member for several industry-leading companies including Land O' Lakes, ShuffleMaster, Ocular Sciences, and Coleman Natural Foods.
+Added: He currently serves on the board of Wisdom Gaming.
+Added: Liszt has served as a Board member for several industry-leading companies including Land O' Lakes, ShuffleMaster, Ocular Sciences, Coleman Natural Foods, and Eggland’s Best.
Liszt holds a Bachelor of Arts in Journalism and Marketing and a Masters of Science in Marketing from the University of Minnesota, Minneapolis.
75 unchanged sentences
Section 16(a) of the Securities Exchange Act of 1934, requires our directors, executive officers and beneficial owners of more than 10% of our common stock to file with the SEC certain reports regarding their ownership of common stock or any changes in such ownership.
−Removed: Based on our own review, we believe that there were no late filings during 2022 other than:
−Removed: Form 4s filed by directors and officers on May 19 and 20, 2022, reporting Compensation Committee- and board-approved stock grants made on April 11, 2022;
−Removed: a Form 4 filed by Mr.
−Removed: Polinsky on August 22, 2022, reporting open-market purchases of common stock on August 18 and 19, 2022.
+Added: Based on our own review, we believe that there were no late filings during 2023.
ITEM 11 EXECUTIVE AND DIRECTOR COMPENSATION
2 unchanged sentences
Name and Principal Position
+Added: Cash Bonus (1)
+Added: Option Awards (2)
All Other Compensation*
1 unchanged sentence
Chief Executive Officer
+Added: $200,000 of the 2022 cash bonus amount reflected in the table was declared by the Compensation Committee and paid to the executive in January, 2023.
+Added: $250,000 of the 2023 cash bonus amount reflected in the table was declared by the Compensation Committee and paid to the executive in January 2024.
+Added: The 2022 option award amount reflects the grant date fair value of options granted to the executive in November, 2022, subject to shareholder approval subsequently obtained in January 2023, using the Black-Scholes valuation method in accordance with FASB ASC Topic 718.
*includes additional compensation of payment of health insurance premiums and 401(k) matching contributions under the employment retirement program.
13 unchanged sentences
Subsequently, our shareholders did approve the plan on January 20, 2023, at a special shareholder meeting called for that purpose.
+Added: At December 31, 2023, all 500,000 of these options remained outstanding.
Director Compensation
3 unchanged sentences
Amount represents the grant date fair value in accordance with FASB ASC Topic 718.
+Added: $150,000 of the 2023 cash bonus amount reflected in the table was declared by the Board of Directors and paid to the director in January 2024.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
33 unchanged sentences
Berman is a director of our Company.
−Removed: The reported figures include a presently exercisable non-statutory stock option for the purchase of up to 100,000 shares of common stock.
Zipkin is a director of our Company.
−Removed: The reported figures include a presently exercisable non-statutory stock option for the purchase of up to 100,000 shares of common stock.
Consists of Messrs.
14 unchanged sentences
On August 10, 2018, we entered into a loan transaction with Elizabeth Zbikowski who, along with her husband Scott Zbikowski, owned and continues to own approximately 534,000 shares of our common stock.
−Removed: In the transaction, we obtained a two-year promissory note in the principal amount of $250,000, which was subsequently amended such that the note presently matures in August 2023.
+Added: In the transaction, we obtained a two-year promissory note in the principal amount of $250,000, which was subsequently amended such that the note presently matures in July 2024.
The promissory note bears interest payable monthly at the rate of 10% per annum.
6 unchanged sentences
Under the Loan Agreement, the Lenders made available to us a $5 million revolving line of credit for us to use in the ordinary course of our short-term specialty finance business.
−Removed: Amounts drawn under the Loan Agreement accrue interest at the per annum rate of 8%, and all our obligations under the Loan Agreement are secured by a grant of a collateral security interest in substantially all of our assets.
+Added: Amounts drawn under the Loan Agreement accrued interest at the per annum rate of 8%, and all our obligations under the Loan Agreement are secured by a grant of a collateral security interest in substantially all of our assets.
As a Lender, Mr.
−Removed: Berman is obligated to furnish only one-half of the aggregate $5 million available under the Loan Agreement.
−Removed: The Loan Agreement has a five-year term ending on January 3, 2027, at which time all amounts owing under the Loan Agreement will become due and payable;
+Added: Berman was obligated to furnish only one-half of the aggregate $5 million available under the Loan Agreement.
+Added: The Loan Agreement had a five-year term ending on January 3, 2027, at which time all amounts owing under the Loan Agreement were to become due and payable;
subject, however, to each Lender’s right, including Mr.
Berman, to terminate the Loan Agreement, solely with respect to such Lender’s obligation to provide further credit, at any time after January 3, 2023.
−Removed: In the event that a Lender, including Mr.
−Removed: Berman, terminates its lending obligations, the Loan Agreement requires that we repay such Lender, prior to the five-year maturity date, with the proceeds derived from specified investments.
−Removed: The Loan Agreement provides for us to pay a quarterly unused commitment fee equal to one-quarter of one percent of the amount of credit available but unused under the Loan Agreement, and requires us to pay such fee in the form of shares of our common stock based on our net asset value per share on the last day of the applicable fiscal quarter.
−Removed: The Loan Agreement grants the Lenders piggyback registration rights subject to customary terms, conditions and exceptions.
+Added: We terminated the Loan Agreement in January 2024 having earlier satisfied all obligations owing thereunder.
Related-Party Transaction Policy
12 unchanged sentences
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: The following table summarizes the fees for professional audit services provided by (i) Boulay PLLP for the audit of the Company’s annual financial statements for the year ended December 31, 2022 and December 31, 2021, as well as the fees billed for other services rendered by Boulay PLLP during year ended December 31, 2022.
+Added: The following table summarizes the fees for professional audit services provided by (i) Boulay PLLP for the audit of the Company’s annual financial statements for the year ended December 31, 2023 and December 31, 2022, as well as the fees billed for other services rendered by Boulay PLLP.
Audit-Related Fees
19 unchanged sentences
Berman Revocable Trust, dated January 3, 2022 (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on January 10, 2022)
−Removed: Employment agreement with Douglas Polinsky
−Removed: Employment agreement with Joseph Geraci
+Added: Employment agreement with Douglas Polinsky (incorporated by reference to Exhibit 10.2 to the registrant’s annual report on Form 10-K filed on April 17, 2023)
+Added: Employment agreement with Joseph Geraci (incorporated by reference to Exhibit 10.3 to the registrant’s annual report on Form 10-K filed on April 17, 2023)
Stock Incentive Plan (incorporated by reference to the registrant’s definitive proxy statement filed on December 15, 2022)
17 unchanged sentences
Director (principal executive officer)
+Added: April 1, 2024
/s/ Joseph A.
9 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.