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Evaluation of Disclosure Controls and Procedures.
−Removed: An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of December 31, 2020.
−Removed: Based on and as of the time of such evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in the reports that we file or submit is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
−Removed: This conclusion was based on the identification of the deficiency in internal control over financial reporting described below.
−Removed: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Notwithstanding the deficiency that existed as of December 31, 2020, our Chief Executive Officer and Chief Financial Officer have concluded that the financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in conformity with accounting principles generally accepted in the United States of America.
+Added: An evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act of 1934) as of December 31, 2021.
+Added: Based on and as of the time of such evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed by us in the reports that we file or submit is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
+Added: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: As of December 31, 2021, our Chief Executive Officer and Chief Financial Officer have concluded that the financial statements included in this Annual Report on Form 10-K present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in conformity with accounting principles generally accepted in the United States of America.
+Added: Evaluation of Internal Control over Financial Reporting.
+Added: During the year ended December 31, 2020, management identified a material weakness related to the Company’s inventory cycle count program.
+Added: The Company’s controls related to the existence of inventory at the Rocky Mount, NC warehouse (the “Warehouse”) were not effective as the cycle count program used did not demonstrate that inventory quantities were sufficiently counted.
+Added: This was the consequence of a number of factors, including the impact of COVID-19 on the Company’s operations, resulting in delays in the counting process.
+Added: This material weakness did not result in any misstatement of the Company's consolidated financial statements for any period presented.
+Added: Our independent public accounting firm, Marcum LLP, audited our consolidated financial statements at December 31, 2020, and 2021, and for each of the two years in the periods ended December 31, 2020, and 2021, and their report expressed an unqualified opinion on our consolidated financial statements.
+Added: To remediate the material weakness described above, The Company conducted a full physical inventory count at the Warehouse to provide evidence on existence of its inventory for the year ended December 31, 2021.
+Added: As a result, the Company concluded that the controls were appropriately designed and operating effectively and have concluded that the material weakness has been remediated.
Management's Report on Internal Control over Financial Reporting.
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Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Our management has identified a deficiency related to the Company’s inventory cycle count program, as described below.
−Removed: The deficiency was concluded to be a “material weakness”, which is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.
−Removed: Based on this material weakness identified in the management evaluation of internal controls over financial reporting, management has concluded that our internal control over financial reporting was not effective as of December 31, 2020.
−Removed: The Company’s controls related to the existence of inventory at the Rocky Mount, NC warehouse (the “Warehouse”) were not effective as the cycle count program used did not demonstrate inventory quantities were sufficiently counted.
−Removed: This was the consequence of a number of factors, including the impact of COVID-19 on the Company’s operations, resulting in delays in the counting process.
−Removed: In order to attain the results of a full physical inventory, the C ompany counted $10 million of inventory in February and March of 2021, which resulted in a non-material increase to inventory of $18,000, or less than 0.1%.
−Removed: It should be noted that in the previous three years, inventory adjustments related to cycle counts amounted to approximately 0.2% annually.
−Removed: The non-material adjustment to inventory did not require any change in the results reported by the Company in the earnings release for the Company’s fourth quarter and year end December 31, 2020 (Filed with the Company’s Form 8K on March 3, 2021).
−Removed: Based on the results of management’s evaluation of the effectiveness of the Company’s internal control over financial reporting, the Company determined to take a number of actions to remediate the control deficiency described above.
−Removed: The remediation actions include:
−Removed: ● The Company has evaluated the processes, procedures and controls related to the Warehouse cycle count program and has commenced making changes as considered appropriate to address the control deficiency.
−Removed: ● The Company is in the process of implementing a new inventory management system at the Warehouse, which is expected to be in place by the end of the second quarter 2021.
−Removed: The new software will allow the Company to conduct its inventory cycle count program more efficiently.
−Removed: ● The Company is allocating additional resources to the implementation of its inventory cycle count program, including the hiring of additional personnel who will participate in the conduct of the program.
−Removed: We believe that these actions will remediate the material weakness.
−Removed: The material weakness will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
−Removed: We expect that the remediation of this material weakness will be completed prior to the end of fiscal 2021.
−Removed: Our independent registered public accounting firm, Marcum LLP, has issued an adverse attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2020, as stated in their report which is included in the Financial Statements of this Annual Report on Form 10-K.
−Removed: Marcum LLP has also audited our consolidated financial statements at December 31, 2020, and for each of the two years in the period ended December 31, 2020, and its report dated March 31, 2021, expressed an unqualified opinion on our consolidated financial statements.
−Removed: Inherent Limitation on Effectiveness of Controls
+Added: Based on this evaluation, Management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021.
Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by the board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP including those policies and procedures that:
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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.
+Added: Marcum LLP, the independent registered public accounting firm that audited the consolidated financial statements of the Corporation included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Corporation's internal control over financial reporting as of December 31, 2021.
+Added: The report, which expresses an unqualified opinion on the effectiveness of the Corporation's internal
+Added: control over financial reporting as of December 31, 20 21 , is included below under the heading Report of Independent Registered Public Accounting Firm.
Changes in Internal Control over Financial Reporting.
−Removed: Except for factors pertaining to the material weakness identified above, there have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter ended December 31, 2020, to which this report relates, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Except for changes referenced above, there have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth fiscal quarter ended December 31, 2021, to which this report relates, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Other Information
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Vice President of Student and Academic Services from 1994 to June 2015, and thereafter she worked in Alumni Affairs and Development until her retirement.
−Removed: Murphy became a member of the Board of Trustees of Adelphi University, and, since July 2016, has served as Vice Chair of its Board of Trustees.
+Added: Murphy became a member of the Board of Trustees of Adelphi University and served as Vice Chair of its Board of Trustees from 2016 to 2021.
She also serves on the Board of Directors for Kendal at Ithaca, a not-for-profit continuing care retirement community (since 2014 and Vice Chair since 2019).
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Previously filed as an exhibit to the Company’s Form 10-K filed in 1971.
+Added: Previously filed as an exhibit to the Company’s Form 10-K filed on March 31, 2021.
Form 10-K Summary
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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.