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Item 9A. Controls and Procedures

2023-03-10 compared with 2022-03-15 · 29 added, 27 removed, 187 unchanged (23% of the section changed)

6 unchanged sentences

There have been no material changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have made the necessary and appropriate updates to our internal controls as it relates to financial reporting over our Acquired Brands, none of which were material.

We are currently evaluating the business processes, information technology systems, and other components over internal controls of financial reporting related to the Acquired Brands as a part of our integration activities which may result in periodic control changes.

Such changes will be disclosed as required by applicable SEC guidance.

Disclosure Controls and Procedures

We completed the following acquisition during 2021:

the Acquisition of the performance and lifestyle footwear business of Honeywell International, Inc.

on March 15, 2021.

The scope of our management's assessment of the effectiveness of our internal controls over financial reporting for the year ended December 31, 2021 will not include the Acquisition.

This exclusion is allowed in accordance with the Securities and Exchange Commission's general guidance that an assessment of a recently acquired business may be omitted from the reporting company's scope in the year of acquisition.

We have made the necessary and appropriate updates to our internal controls as it relates to financial reporting over our Acquired Brands, none of which were material. 

Management’s Report on Internal Control over Financial Reporting

3 unchanged sentences

Under the supervision and with the participation of our principal executive officer and principal financial officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) as of December 31, 2022.

The scope of management’s assessment of the effectiveness of internal control over financial reporting includes all of our businesses except for the performance and lifestyle business of Honeywell International Inc., which was acquired on March 15, 2021 (the “Acquisition”). 

The Acquisition constituted approximately 19% of total assets and approximately 35% of total revenues of the consolidated financial statement amounts as of and for the fiscal year ended December 31, 2021. 

Further discussion of the Acquisition can be found in Note 3 of the Notes to our Consolidated Financial Statements.  

This exclusion is in accordance with SEC staff interpretive guidance that a recently acquired business may be omitted from the scope of the assessment in the year of acquisition.

The scope of management’s assessment of the effectiveness of internal control over financial reporting includes all of our businesses.

Based upon that evaluation under the framework in Internal Control –

15 unchanged sentences

equity, and cash flows of the Company, and our report dated March 10, 2023 expressed an unqualified opinion.

As described in Management’s Annual Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting of the Performance and Lifestyle Footwear Business of Honeywell International Inc., which was acquired on March 15, 2021.

This acquisition constituted approximately 19% of total assets and approximately 35% of total revenues of the consolidated financial statement amounts as of and for the fiscal year ended December 31, 2021.

Accordingly, our audit did not include the internal control over financial reporting at the Performance and Lifestyle Footwear Business of Honeywell International, Inc.

Basis for Opinion

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE .

The information required by this item is included under the captions "ELECTION OF DIRECTORS," "INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE," "INFORMATION CONCERNING EXECUTIVE OFFICERS" and "SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE" in the Company's Proxy Statement for the 2022 Annual Meeting of Shareholders (the "Company's Proxy Statement") to be held on May 25, 2022, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, is incorporated herein by reference.

The information required by this item is included under the captions "ELECTION OF DIRECTORS," "INFORMATION CONCERNING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE," "INFORMATION CONCERNING EXECUTIVE OFFICERS" and "SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE" in the Company's Proxy Statement for the 2023 Annual Meeting of Shareholders (the "Company's Proxy Statement") to be held on June 7, 2023, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, is incorporated herein by reference.

EXECUTIVE COMPENSATION .

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●  Consolidated Balance Sheets as of December 31, 2022 and 2021

●  Consolidated Statements of Operations for the years ended December 31, 2021 and 2020

●  Consolidated Statements of Shareholders' Equity for the years ended December 31, 2021 and 2020

●  Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020

●  Notes to Consolidated Financial Statements for the years ended December 31, 2021 and 2020

(2) The following financial statement schedule for the years ended December 31, 2021 and 2020 is included in this Annual Report on Form 10-K and should be read in conjunction with the Consolidated Financial Statements contained in the Annual Report.

●  Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020

●  Consolidated Statements of Shareholders' Equity for the years ended December 31, 2022, 2021 and 2020

●  Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020

●  Notes to Consolidated Financial Statements

(2) The following financial statement schedule for the years ended December 31, 2022 and 2021 and is included in this Annual Report on Form 10-K and should be read in conjunction with the Consolidated Financial Statements contained in the Annual Report.

See Appendix A.

32 unchanged sentences

Form of Option Award Agreement under the Amended and Restated 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).

Form of Restricted Stock Unit Award Agreement under the A mended and Restated 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).

Form of Performance Stock Unit Award Agreement under the A mended and Restated Omnibus Incentive Plan (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).

Form of Restricted Stock Unit Award Agreement under the Amended and Restated 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).

Form of Performance Stock Unit Award Agreement under the Amended and Restated Omnibus Incentive Plan (incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014).

Employment Agreement, dated January 1, 2019, by and between the Company and Jason Brooks (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 31, 2018, filed January 7, 2019).

11 unchanged sentences

First Amendment to Term Loan and Security Agreement, dated December 10, 2021, between the Company, TCW Asset Management Company LLC and the other lenders party thereto.

Second Amendment to ABL Loan and Security Agreement, dated June 8, 2022, between the Company, Bank of America, N.A.

and the other lenders party thereto.

Second Amendment to Term Loan and Security Agreement, dated June 8, 2022, between the Company, TCW Asset Management Company, LC and the other leaders party thereto.

Third Amendment to ABL Loan and Security Agreement, dated November 2, 2022, between the Company, Bank of America, N.A.

and the other lenders party thereto.

Third Amendment to Term Loan and Security Agreement, dated November 2, 2022, between the Company, TCW Asset Management Company, LLC and the other lenders party thereto.

Subsidiaries of the Company.

27 unchanged sentences

/s/ THOMAS D.

Executive Vice President, Chief Financial Officer and Treasurer

Executive Vice President, Chief Operating Officer and Treasurer

March 10, 2023

6 unchanged sentences

March 10, 2023

March 15, 2022

Courtney Haning

11 unchanged sentences

AND SUBSIDIARIES

Consolidated Valuation and Qualifying Accounts for the Years Ended December 31, 2021 and 2020

Consolidated Valuation and Qualifying Accounts for the Years Ended December 31, 2022, 

2021, and 2020

($ in thousands)

3 unchanged sentences

Year ended December 31, 2022

$ 3,254  

$ ( 394 ) (1)

$ 3,473  

Year ended December 31, 2021

Year ended December 31, 2020

$ ( 1,162 ) (1)

1 unchanged sentence

Year ended December 31, 2022

Year ended December 31, 2021

$ ( 298 )  

12 unchanged sentences

$ 2,515  

Year ended December 31, 2020

$ 1,480  

$ 23,223  

$ ( 22,885 )  

$ 1,818  

Amount charged off, net of recoveries

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.

What changed 10-K

Item 9A. Controls and Procedures