What changed in this filing

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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-09-02 · 102 added, 576 removed, 144 unchanged (82% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

As previously disclosed in our Comprehensive Form 10-K filing for the period ended December 31, 2019, and in connection with the filing of this Form 10-K for the period ended December 31, 2020, our management, with

the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the

Securities Exchange Act of 1934, as amended (the “Exchange Act”).

As a result of this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective due to the material weaknesses described below, which

resulted in reporting errors requiring a restatement of our financial statements for the years ended December 31, 2017 and 2018 and for the first quarter ended March 31, 2019.

As part of the filing of this Form 10-K for the period ended December 31, 2021, our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the

effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

As a result of this evaluation, our CEO and

CFO concluded that our disclosure controls and procedures were not effective due to the material weaknesses described below.

Management’s Annual Report on Internal Control over Financial Reporting

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We concluded that we did not have effective control activities in the following areas:

(i) selecting and developing control policies,

procedures and activities to mitigate risks, including with respect to the methodologies used to calculate and report financial information and results;

and (ii) selecting and implementing information technology and related systems supportive to

our internal control over financial reporting.

Information processing and communication.

We identified deficiencies associated with information processing and communication within our internal control

Specifically, we did not effectively communicate objectives and internal control responsibilities throughout the organization which contributed to inadequate documentation of processes and methodologies used to calculate and reconcile

regular consolidation adjustments hindering clear communication with management, the Board of Directors and our independent auditors.

In addition, the documentation of inventory purchasing relied on paper-based vendor invoices and multi-step manual data-entry processes, some of which were subject to

management override, which resulted in errors at multiple steps of the process, and deficiencies in communicating accurate information to management, the Board of Directors and our independent auditors.

(i) selecting and developing control activities

to mitigate risks, including the development of alternative control activities that address segregation of duties issues;

(ii) selecting and implementing information technology and related systems supportive to our internal control over financial

and (iii) deploying control activities through policies and establishing procedures that put these policies into action, including timely review of account reconciliations and methodologies used to calculate and report financial

information and results, as well as timely periodic management reviews of financial information and results that would help identify misstatements.

Information and communication.

We identified deficiencies associated with information and communication within our internal control framework.

Specifically, we did not effectively assign responsibility to personnel for gathering required information nor did we periodically communicate objectives and internal control responsibilities throughout the organization which contributed to

inadequate documentation of processes, untimely review of account reconciliations and calculations involving judgement and delays in the accounting close cycle, hindering timely communication with management, the Board of Directors and our

independent auditors.

Monitoring activities .

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and (ii) evaluating and communicating internal control deficiencies in a timely manner to parties responsible for taking corrective actions.

The issues described above resulted in the following errors in our financial statements previously filed with the SEC:

Inventory was not stated on a FIFO basis nor was it stated at the lower of FIFO cost or net realizable value;

Freight-in, warehousing and handling expenditures, factory labor and overhead and freight-out costs were not correctly capitalized;

Warehousing and handling expenditures were incorrectly classified as operating expenses;

Allowance for sales returns was incorrectly calculated and accounted for;

Net gift card liability was not correctly accounted for in 2017;

Lease asset and liability under ASC Topic 842 was incorrectly calculated;

PTO related accrued liabilities were incorrectly calculated;

Provision for income taxes, including adjustments related to the Tax Cuts and Jobs Act (the “Tax Act”), uncertain tax position (UTP) liability and related interest expense, and correction of taxable income on

the return of our Canada and Spain foreign subsidiaries;

Foreign currency gains and losses associated with the Company’s Canadian subsidiary were incorrectly classified as a component of accumulated other comprehensive loss and the cumulative translation

adjustments included in accumulated other comprehensive loss were not tax effected;

Shares repurchased and subsequently cancelled were incorrectly accounted for as treasury stock.

Remediation Efforts to Address Material Weaknesses

Our management, including our CEO and CFO, has worked with expert accounting consultants and our Audit Committee to design and implement both a short-term and a long-term remediation

plan to correct the material weaknesses in our disclosure controls and procedures and our internal control over financial reporting.

The following activities highlight our commitment to remediating our identified material weaknesses:

Since October 2019 and through the filing date of this Form 10-K, we have taken the following measures, among others:

Hired a new, highly-qualified CFO in January 2021 with extensive public-company experience;

Replaced critical roles within our accounting team with contract accounting resources and ultimately (ongoing) full-time employees with expertise in GAAP accounting, SEC reporting and disclosure, internal

audit and internal controls;

Replaced our legacy accounting systems with an integrated enterprise resource planning (“ERP”) solution which includes general ledger, warehouse management and factory production modules designed to calculate

inventory on a FIFO basis;

Made improvements to our accounting close process, including a formalized accounting close checklist establishing accountability for oversight and review;

Documented process narratives in the following areas:

(i) financial reporting, (ii) inventory, (iii) purchasing and accounts payable, (iv) revenue, (v) fixed assets and lease accounting, (vi) general

accounting, treasury and financial planning & analysis, (vii) tax, (viii) information technology (IT) governance, and (ix) HR and payroll;

Created a risk controls matrix which includes, among other things, a comprehensive list of key and mitigating controls, a description of the risk the control is designed to mitigate, the individual

responsible for each control, the frequency in which the control is performed, and a mapping of each control to the five COSO Framework components (control environment, risk assessment, control activities, information and communication, or

monitoring activities).

Our management, including our CEO and CFO, continue to work with expert accounting consultants and our Audit Committee to design and implement both a short-term and a long-term

remediation plan to correct the material weaknesses in our disclosure controls and procedures and our internal control over financial reporting.

The following activities highlight our commitment to remediating our identified material

During 2020, 2021 and through the filing date of this Form 10-K, we have taken the following measures, among others:

Replaced critical roles within our accounting team with contract accounting resources and continue to search for full-time employees with expertise in GAAP accounting, SEC reporting and

disclosure, internal audit and internal controls;

Replaced our legacy accounting systems with an integrated enterprise resource planning (“ERP”) solution which includes general ledger, warehouse management and factory production

modules designed to calculate inventory on a FIFO basis;

Implemented a new point-of-sale system for 94 U.S.

stores that is fully integrated with our new ERP system (the remaining 12 stores will be converted during the remainder of 2022);

Created a risk controls matrix which includes, among other things, a comprehensive list of key and mitigating controls, a description of the risk the control is designed to mitigate,

the individual responsible for each control, the frequency in which the control is performed, and a mapping of each control to the five COSO Framework components (control environment, risk assessment, control activities, information and

communication, or monitoring activities);

Established a greater sense of accountability by requiring sub-certifications below the CEO and CFO level for certain key accounting, finance and operations personnel.

Our continuing plan and additional steps for remediation include:

Ongoing recruitment and hiring of permanent, qualified public-company accounting personnel;

Point-of-sale systems implementation that will be fully integrated with our new ERP system;

Redesigning our accounting procedures and activities to align with our new ERP system that will include built-in controls to improve upon the reliability of financial reporting and the

preparation of financial statements in accordance with GAAP;

Reporting the progress and results of our remediation plan to the Audit Committee on a recurring basis, including the identification, status, and resolution of internal control deficiencies;

Creating a comprehensive approach to regularly evaluate the operating effectiveness of our disclosure controls and procedures and our internal control over financial reporting using the COSO Framework as a guide.

Converting the remaining 12 stores onto our new point-of-sale system;

Redesigning our accounting procedures and activities to align with our new ERP system that will include built-in controls to improve upon the reliability of

financial reporting and the preparation of financial statements in accordance with GAAP;

Continuing to improve the accounting close process, including periodic review and update of our accounting close checklists for completeness of duties, accuracy of owners and deadlines

to maintain accountability, timely review of account reconciliations and calculations involving judgement, and timely reporting of financial results;

Updating process narrative documentation in the following areas:

(i) financial reporting, (ii) inventory, (iii) purchasing and accounts payable, (iv) revenue, (v) fixed assets and

lease accounting, (vi) general accounting, treasury and financial planning & analysis, (vii) tax, (viii) information technology (IT) governance, and (ix) HR and payroll;

Periodically reviewing of our risk controls matrix and process narrative documentation to ensure changes such as personnel, information sources, processes, systems, and frequency in

performing the control are properly reflected in a timely manner;

Reporting the progress and results of our remediation plan to the Audit Committee on a recurring basis, including the identification, status, and resolution of internal control

deficiencies;

Control Environment

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These actions include:

Recurring meetings with leadership, finance and accounting and other key functional areas to train staff on processes for oversight and emphasize each individual’s accountability for internal control

compliance, and to create a pattern of regular discussion of such controls.

Periodic communications from the CEO, CFO and other key senior leaders on the Company’s mission, core values, Code of Business Conduct and Ethics, whistleblower policies, and each employee’s individual

responsibility for internal control compliance.

Reorganization of the finance and accounting team to ensure appropriate segregation of duties, oversight and review of work, and recruiting and hiring qualified, competent employees with relevant experience

for the roles.

Recurring meetings with leadership, finance and accounting and other key functional areas to train staff on processes for oversight and emphasize each individual’s accountability for

internal control compliance, and to create a pattern of regular discussion of such controls.

Periodic communications from the CEO, CFO and other key senior leaders on the Company’s mission, core values, Code of Business Conduct and Ethics, whistleblower policies, and each

employee’s individual responsibility for internal control compliance.

Reorganization of the finance and accounting team to address segregation of duties issues, oversight and review of work, and recruiting and hiring qualified, competent employees with

relevant experience for the roles.

Regular performance evaluations to include position-specific criteria for functional competence, including performance of internal control responsibilities.

9 unchanged sentences

We continue to redesign and implement our internal control activities.

Specifically, we conducted detailed working sessions to document our current and prior finance and accounting policies,

procedures and step-by-step activities as a prerequisite to selecting a new systems vendor.

These sessions identified specific areas that required short-term improvement and long-term redesign of processes, structure, authorities and controls, and

those actions include:

New systems designed to calculate inventory at FIFO and create efficiency and accuracy through integration:

we implemented the warehouse management, factory production system and general ledger systems

modules as part of our new ERP system implementation which went live on September 1, 2020.

We are still in the process of implementing our new point-of-sale system, which will be fully integrated with our ERP system and with a phased

implementation across our fleet of stores throughout 2021.

Creation and implementation of newly-designed processes, structures, delegation of authority and controls, in accordance with the COSO Framework, including:

The creation of a risk controls matrix;

Driving a greater sense of accountability by requiring sub-certifications below the CEO and CFO level for certain key accounting, finance and operations personnel;

Quarterly updates for the CFO regarding upcoming accounting pronouncement and proposed changes to GAAP accounting standards, tax regulations, and other requirements that may impact the Company’s financial

Quarterly reviews of the most significant accounting estimates and judgements;

Validation of results through detailed variance analyses and reconciliation of account balances;

Specifically, we are conducting detailed working sessions to document our current and prior finance and accounting

policies, procedures and step-by-step activities.

These sessions are expected to identify specific areas that require improvement and redesign of processes, structure, authorities and controls, and those actions include:

Completing the implementation of our new point-of-sale system, which is fully integrated with our ERP system, for our remaining 12 stores during the remainder of 2022.

Continuing to implement functionality in our ERP system to improve on our internal controls over financial reporting, such as implementing the

ERP’s bank reconciliation module.

Creating and implementing newly-designed processes, structures, delegation of authority and controls, in accordance with the COSO Framework, including:

Quarterly updates for the CFO regarding upcoming accounting pronouncement and proposed changes to GAAP accounting standards, tax regulations, and other requirements that may impact the

Company’s financial reporting;

Timely reviews each quarter of the most significant accounting estimates and judgements;

Validation of results through detailed variance analyses and reconciliation of account balances performed on a timely basis;

Monthly business review of actual financial performance compared to forecasts with participation from leadership across the organization;

Establishing a disclosure committee comprised of key management throughout the different areas of the organization to evaluate the appropriateness of disclosures in the Company’s periodic filings on Forms

10-K and 10-Q and to support the CEO and CFO with the certification process.

Establishing a disclosure committee comprised of key management throughout the different areas of the organization to evaluate the appropriateness of disclosures in the Company’s

periodic filings on Forms 10-K and 10-Q and to support the CEO and CFO with the certification process.

Information Processing and Communication

The implementation of our new ERP system is expected to eliminate the need for many of the topside adjustment calculations that had to be performed because our legacy systems were not integrated

and many of our accounting processes were manual.

This new ERP system allows us to automate certain accounting processes, reducing the risk of management override, and over time will eliminate the need for topside adjustments outside of the

In addition, management is developing detailed policies, procedures and internal controls related to our financial reporting and working with our ERP vendor to develop regular reporting from our new systems that can validate the quality of

our data and provide accurate information to support internal and external reporting and audit requirements.

The implementation of our new ERP system eliminated the need for the topside adjustment calculations that had to be performed because our legacy systems were not integrated and many of our

accounting processes were manual.

This new ERP system allows us to automate certain accounting processes, reducing the risk of management override, and eliminated the need for topside adjustments outside of the system.

In addition, management is

developing detailed policies, procedures and internal controls related to our financial reporting and working to develop regular reporting from our new systems that can validate the quality of our data and provide accurate information to support

internal and external reporting and audit requirements.

Monitoring Activities

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We utilize information technology for internal and external communications with vendors, customers and banks as well as systems technology for reporting and managing our operations.

Loss, disruption or compromise

of these systems could significantly impact operations and results.

Other than temporary disruption to operations that may be caused by a cybersecurity breach, we believe cash transactions to be the primary risk for potential loss.

our financial institutions to take steps to minimize the risk by requiring multiple levels of authorization, encryption and other controls.

The Company utilizes third party intrusion prevention and detection systems and performs periodic

penetration testing to monitor its cybersecurity environment.

However, the Company has not performed a formalized risk assessment to address cybersecurity risks or documented internal controls that assist in alleviating such risks.

disruption or compromise of these systems could significantly impact operations and results.

Other than temporary disruption to operations that may be caused by a cybersecurity breach, we believe cash transactions to be the primary risk for

potential loss.

We work with our financial institutions to take steps to minimize the risk by requiring multiple levels of authorization, encryption and other controls.

The Company utilizes third party intrusion prevention and detection systems

and performs periodic penetration testing to monitor its cybersecurity environment.

However, the Company has not performed a formalized risk assessment to address cybersecurity risks or documented internal controls that assist in alleviating such

Changes in Internal Control Over Financial Reporting

As discussed in the remediation section above, we implemented the warehouse management, factory production system and general ledger systems modules as part of our new ERP system implementation which had a

go-live date of September 1, 2020.

We are still in the process of implementing our new point-of-sale system, with a phased implementation throughout 2021 .

Also, during January 2021, we hired a new highly-qualified CFO with public

company experience.

Although we had not fully remediated the material weaknesses in our internal control over financial reporting as of December 31, 2020, as the phased implementation of this system continues, we are experiencing certain

As discussed in the remediation section above, we implemented the warehouse management, factory production system and general ledger systems modules as part of our new ERP system

implementation which had a go-live date of September 1, 2020, and we implemented our new point-of-sale system, which is fully integrated with our ERP system, in 94 of our U.S.

stores with the remaining 12 stores to be converted during the

remainder of 2022.

Although we had not fully remediated all material weaknesses in our internal control over financial reporting as of December 31, 2021, as the phased implementation of this system continues, we are experiencing certain

changes to our processes and procedures which, in turn, result in changes to our internal control over financial reporting.

While we expect our new ERP system to strengthen our internal financial controls by automating certain manual processes

and standardizing business processes and reporting across our organization, management will continue to evaluate and monitor our internal controls as each of the affected areas evolves.

While we expect our new ERP system to strengthen our internal financial controls by automating certain manual processes and

standardizing business processes and reporting across our organization, management will continue to evaluate and monitor our internal controls as each of the affected areas evolves.

OTHER INFORMATION

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE*

GENERAL INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS

Director/Executive

Officer Since

Director, Chief Executive Officer

Michael Galvan

Chief Financial Officer

Vicki Cantrell

Jefferson Gramm

Chairman of the Board of Directors

Janet Carr , 60, has served as our Chief Executive Officer and as a member of our Board of Directors since October 2018.

current role, Ms.

Carr served as the Senior Vice-President of Global Business Development for Caleres Inc.

(formerly Brown Shoe Company Inc.) from 2016 to 2017.

While there, she was responsible for international wholesale and retail for all of

their brands.

Prior to Caleres, Ms.

Carr was the President of the Handbag Division of Nine West Group Inc.

from 2013 to 2014, where she was responsible for all aspects of design, development and sales in both wholesale and retail.

deep experience in strategy and consumer insights in various roles at a number of prominent retailers, including Tapestry, Inc.

(formerly Coach, Inc.), Gap Inc.

Michael Galvan , 52, has served as our Chief Financial Officer since January 2021.

He first joined the Company in May 2020, initially serving as Interim Chief Financial

Galvan brings over 25 years of finance and accounting experience to the Company, including executive leadership roles serving as Interim Chief Financial Officer, Chief Accounting Officer and Treasurer for a variety of publicly traded

companies, including Main Street Capital Corporation and Mattress Firm.

Prior to joining the Company, Mr.

Galvan served in various management roles including Senior Vice President, Chief Accounting Officer and Treasurer of NexTier Oilfield

Solutions, Inc.

(formerly C&J Energy Services, Inc.), from June 2016 until April 2020, including serving as Interim Chief Financial Officer from March through September 2018.

Vicki Cantrell , 63, is a retail veteran with over 20 years of operational experience.

Since January 2020 she has served as Chief Executive Officer for

Vendors in Partnership LLC.

From September 2017 until June 2018, she served as Retail Transformation Officer for Aptos Inc., where Ms.

Cantrell brought transformation strategies to the retailer’s businesses and to the vendor/retail partnership.

Prior to that role, Ms.

Cantrell served from October 2011 to October 2016 as a Senior Vice President at National Retail Federation, which is the world’s largest retail association.

From May 2008 until June 2011, she served as Chief Operating

Officer of Tory Burch LLC while it experienced 300% growth.

From April 2003 until May 2008 she served as Chief Information Officer of Giorgio Armani, as it underwent a multi-phase CRM implementation.

Cantrell has worked in all facets of the

retail industry, as retailer, vendor/partner and industry spokesperson.

She has deep expertise in building and executing strategies to meet evolving needs including enhancing customer acquisition, service and loyalty;

determining optimal

organizational structure in ever-changing environments;

and in building robust cyber security programs.

Crowley , 62, served as Chief Restructuring Officer of Stage Stores, Inc.

from May 2020 to October 2020 and served as a member

of its Board of Directors from 2014 to 2020.

From 2010 until her retirement in 2012, Ms.

Crowley served as Executive Vice President and Chief Financial Officer for Mattress Giant Corporation, a mattress retailer.

From 2008 to 2010, Ms.

served as Executive Vice President and Chief Financial Officer and Senior Vice President, Controller and Chief Accounting Officer/Chief Financial Officer for Michaels Stores, Inc., an arts and crafts retailer.

From August 1990 to September 2007,

Crowley was employed by The Bombay Company, Inc., a furniture and home goods retailer, most recently as Senior Vice President, Chief Financial Officer and Treasurer.

She held that title for administrative purposes while also having served as

Liquidation Trustee for the Bombay Liquidation Trust from September 2007 to December 2017.

She has 11 years of public accounting experience principally with Price Waterhouse.

She holds a B.B.A.

in accounting from Texas Christian University and is

licensed as a certified public accountant in Texas.

Crowley’s tenure in senior executive and financial roles with other retailers and experience as a Certified Public Accountant in the practice of public accounting provides the Board with

valuable leadership experience and financial and retail expertise.

Jefferson Gramm, 46, is a portfolio manager at Bandera Partners LLC, which might be deemed to be an affiliate of ours by

virtue of holding approximately 33% of our outstanding common stock.

See “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” for information regarding Bandera Partners LLC’s ownership of our common stock.

Gramm has been in his present position with Bandera since 2006.

His prior experience includes serving as Managing Director of Arklow Capital, LLC, a hedge fund manager focused on distressed and value investments, from

October 2004 to July 2006.

He has been a Director of Rubicon Technology since November 2017.

He also served as a Director of Ambassadors Group from May 2014 until October 2015 and of Morgan’s Foods Inc.

from April 2013 to March 2014.

as a Director of Peerless Systems Corp from June 2009 to November 2010.

He received an M.B.A.

from Columbia University in 2003 and a B.A.

in Philosophy from University of Chicago in 1996.

Gramm provides a unique and valuable

perspective with respect to corporate governance, our stockholder base and stockholder issues in general.

Leite , 59, has been Chief Executive Officer of Vitamin Shoppe, Inc.

since August 2018.

She previously served as Managing Director, President of

Godiva Chocolatier in North America from October 2017 until August, 2018.

Prior to joining Godiva, from February 2016 until May 2017, Ms.

Leite was the President of Sally Beauty, US and Canada (NYSE:

SBH), an international specialty retailer and

distributor of professional beauty products, with over 3,000 stores.

Prior to joining SBH, from 2007 until January 2016, Ms.

Leite was the Executive Vice President of Sales, Customer Experience, & Real Estate at Pier 1 Imports (NYSE:

addition, Ms.

Leite has held various executive leadership roles at Bath and Body Works (L Brands) as well as various sales and operations positions with other prominent retailers including Gap, Inc.

and The Walt Disney Company.

She currently

serves as a member of the Board of Directors of the National Retail Federation (NRF).

Leite brings significant general management experience as well as retail sales, operations, digital, e-commerce, real estate,

merchandising, marketing and human resource strategies.

James Pappas, 40, is the managing member and owner of JCP Investment Management.

Pappas serves on the board of Innovative Food Holdings, Inc.

Pappas also served as a director of US Geothermal, Inc.

from September 2016 until April 2018.

He served as a director of Jamba, Inc., a health and wellness brand and leading retailer of freshly squeezed juice, from January 2015 to

September 2018;

he also served on Jamba, Inc.’s Nominating, Corporate Governance and Audit Committees.

He served on the board of directors of The Pantry, Inc., the largest independently operated convenience store chains in the U.S.

from March 2014

until it was acquired in February 2015.

Pappas also served on the board of directors, including Chairman of the Board, of Morgan’s Foods from February 2012 to May 2014 until it was acquired.

Pappas received a BBA in Information Technology

and a Masters in Finance from Texas A&M University.

Pappas has substantial skills in marketing and branding, as well as experience with growth-oriented businesses.

Pappas also offers a strong tactical and financial background.

Sejal Patel, 42, is a Portfolio Manager at Skale Investments since January 2019.

From July 2015 through September 2018, she was a Partner/Advisor at Lake

Trail Capital, a private investment firm.

Her prior work experience includes serving as Vice President of Indus Capital, a hedge fund manager focused on Asian and Japanese equities, from 2012 to 2015 and Director for Kelusa Capital Management, a

hedge fund manager focused on Asian equities, from 2006 to 2012.

She served on the Boards of Value Quest Capital, a value fund based in India, since 2014 and the Tiger Foundation, a non-profit organization based in New York, from 2009 to 2018.

received a B.S.

in Economics from the University of Pennsylvania.

Patel brings a strong financial and business background to our Board.

Warren , 76, is president and sole Director of William M.

Warren, PLLC, an independent law firm.

serves as of Counsel to Loe Warren P.C., a law firm located in Fort Worth Texas, where he was President and Director from 1979 until December 2019.

He has served as one of our directors from 1993 to 2003 and since 2013 and also served as our

Secretary and General Counsel from 1993 until 2018.

Warren brings to our Board extensive legal and industry experience, as well as a long history with, and deep institutional knowledge of, the Company.

The information relating to the occupations and security holdings of our directors and nominees is based upon information received from them.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Sections 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive officers and holders of more than 10% of our common stock to file reports regarding their ownership and changes in

ownership of our securities with the SEC.

Based solely on a review of the copies of such reports and amendments thereto furnished to us with respect to fiscal 2020 and written representations from our directors and executive officers, we believe

that, during fiscal 2020, our directors, executive officers and 10% stockholders complied with all Section 16(a) filing requirements, except that a Form 3 and Form 4 were not filed reporting Steven Swank’s initial ownership upon joining the Company

as Chief Financial Officer and an initial grant of restricted stock units made to him (which was reported on a Form 8-K).

CODE OF ETHICS

The Company’s Board of Directors has adopted the Tandy Leather Factory, Inc.

Code of Business Conduct and Ethics, which applies to the Company’s Chief Executive Officer, Chief Financial Officer, Controller and all

other employees and Directors of the Company.

This Code can be found at the Company’s website, www.tandyleather.com , under the Investor Relations/Corporate Governance tabs.

AUDIT COMMITTEE

The Audit Committee’s basic role is to assist the Board of Directors in fulfilling its fiduciary responsibility pertaining to our accounting policies and reporting practices.

Among other duties, the Audit Committee

is to be the Board of Directors’ principal agent in assuring the independence of our outside auditor, the integrity of management, and the adequacy of disclosures to stockholders.

The Audit Committee has been structured to comply with the

requirements of Section 3(a)(58)(A) of the Exchange Act.

The Board of Directors has determined that all members of the Audit Committee are “independent” under the applicable rules of the Nasdaq and that James Pappas, Chairman of the Audit

Committee, qualifies as an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.

The Board of Directors has adopted a written charter for the Audit Committee, which is available on our website at www.tandyleather.com .

The Audit Committee met seven times during 2020.

The Report of the Audit Committee for the fiscal year ended December 31, 2020 appears below.

Report of the Audit Committee

As members of the Audit Committee, we oversee Tandy Leather Factory, Inc.’s financial reporting process on behalf of the Board of Directors.

Management is responsible for the preparation, presentation, and integrity

of our financial statements, accounting and financial reporting principles, internal controls, and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations.

During 2020 we recommended, and the Board of Directors approved, the appointment of Weaver as independent auditors for the year ended December 31, 2020.

Our auditors are responsible for performing an independent

audit of the consolidated financial statements and expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States.

The Audit Committee has received from Weaver the written disclosures and the letter required by the applicable requirements of the PCAOB regarding Weaver’s communications with the Audit Committee concerning

independence and the Audit Committee has discussed with Weaver their independence from us and our management.

As previously disclosed, in October 2019 the Company’s management, in consultation with the Audit Committee, determined that the Company’s previously issued Consolidated Financial Statements for the years 2017 and

2018 and quarterly periods between January 1, 2017 and March 31, 2019 should no longer be relied upon due to misstatements related to the Company’s accounting processes for inventory transactions.

The Company undertook to make the necessary

accounting corrections and restate such financial statements.

The foregoing report was submitted by the Audit Committee and shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC or Section 18 of the

Exchange Act.

AUDIT COMMITTEE:

James Pappas, Chairman

EXECUTIVE COMPENSATION*

COMPENSATION DISCUSSION AND ANALYSIS

The primary focus of our executive compensation programs is to improve our performance year over year and over a longer-term period.

The compensation programs were designed to provide the tools necessary to hire

executives with the skills needed to manage Tandy Leather Factory, Inc.

to meet these goals and to retain them over the long-term.

In developing the programs, a key consideration was to have plans that were easy to understand and administer, while

being competitive with companies of similar size and philosophy.

Over the past several years, management and the Compensation Committee have worked to refine the compensation programs used to ensure that they support these goals and our ongoing

business objectives.

Our philosophy has been to reward team performance, measured by our overall results.

Each executive officer’s compensation is linked to their individual contribution toward increases in the size of our operations, our income,

and increases in stockholder value.

At the 2020 Annual Meeting, stockholders were asked to approve Tandy Leather Factory, Inc.’s 2019 executive compensation programs.

Approximately 99% of the shares voted approved the program.

In consideration

of these results and other factors the Compensation Committee evaluates on a regular basis, the Compensation Committee concluded that Tandy Leather Factory, Inc.’s existing executive compensation programs continue to be appropriate to support Tandy

Leather Factory, Inc.’s compensation philosophy and objectives described in this discussion.

Compensation for our executive officers consists of the following components:

Annual incentive bonus;

Restricted stock unit grants;

Retirement and other benefits, and

Employment Agreements.

Each of these elements of pay is described below.

Company Performance.

In 2020, Tandy Leather Factory, Inc.’s sales decreased approximately 15% from 2019, as the Company’s entire fleet of stores was temporarily shut down by

the COVID-19 pandemic.

Because of the ongoing financial restatement, the Company has not yet announced (as of the date of this information statement) its full-year gross profits or operating expenses for 2020.

Base salaries are intended to reward our executive officers based upon their roles within Tandy Leather Factory, Inc.

and for their performance in those roles.

Base salaries are established when an executive officer

is hired, based on prior experience and compared to salaries for comparable positions in other companies.

Base salaries are generally increased annually, if market factors dictate such increases and assuming our financial performance is

satisfactory.

The Company did not increase, and temporarily lowered because of the COVID-19 pandemic, base salaries for its executive officers during 2020.

We award discretionary bonuses to our executive officers, as determined by the Compensation Committee.

We determine these bonuses on a subjective basis, considering business prospects for the upcoming year and the

improvement in our net income and financial position for the year in question.

These discretionary bonuses are awarded annually and paid in the first quarter of the following year.

We did not award any bonuses to our executive officers for 2020.

Restricted Stock Unit Grants

We award restricted stock unit grants to promote long-term retention of executive officers and permit them to accumulate equity ownership in Tandy Leather Factory, Inc., so that the interests of our management team

are directly aligned with the interest of our stockholders.

We believe it is important to have an element of compensation that is focused directly on retaining talent so that we can minimize potential loss of company and industry knowledge and the

disruption inherent in unplanned turnovers.

Restricted stock unit grants also align our executive officers with our stockholders by making them stockholders themselves.

Retaining talent and aligning interests encourages our executive officers to

take actions to enhance the value of our business and increase stockholder value.

Time-based restricted stock unit awards generally vest equally over four years.

We did not grant any restricted stock units to our Chief Executive Officer during

In July 2020, the Company awarded Steven Swank, its Chief Financial Officer, a new-hire grant of restricted stock units valued at $30,000, which were scheduled to vest one year after the grant date;

these units were cancelled when Mr.

left the Company in March 2021.

Retirement and Other Benefits

Our benefits program includes a retirement plan and a group insurance program.

The objective of the program is to provide executive officers with reasonable and competitive levels of protection against the four

contingencies (retirement, death, disability and ill health) that could interrupt the executive officer’s employment and/or income received as an active employee.

Our retirement plans are designed to provide a competitive level of retirement

income to our executive officers and to reward them for continued service with Tandy Leather Factory, Inc.

The retirement program for executive officers consists of a tax-qualified 401(k) Plan that covers all full-time employees.

insurance program consists of life and health insurance benefits plans that cover all full-time employees.

Employment Agreement with Ms.

We have entered into an employment agreement with Janet Carr, CEO, dated as of October 2, 2018.

Under this agreement, Ms.

Carr is entitled to receive an annual base salary of $500,000

and is eligible to receive an annual discretionary bonus, as determined by the Board.

Also under this agreement, On October 2, 2018, Ms.

Carr received:

(i) a time-based equity grant of 460,000 restricted stock units (“RSUs”) that vest over five

years from the date of the grant;

(ii) a performance-based equity grant of 92,000 RSUs that will vest if/when the Company’s operating income exceeds $12 million dollars two fiscal years in a row;

and (iii) a performance-based equity grant of

92,000 RSUs that will vest if/when the Company’s operating income exceeds $14 million dollars in one fiscal year.

Carr was also reimbursed for reasonable costs and expenses in connection with her commute and relocation from New York to Texas

Carr’s employment is terminated by the Company without Cause or by Ms.

Carr for Good Reason (each as defined in her employment agreement), Ms.

Carr would receive twelve months of base salary and an annual reimbursement of COBRA

payments and vest in a pro-rata portion of the time-based RSUs, based on the number of days that Ms.

Carr is employed.

Any unvested performance-based RSUs would be forfeited.

In the event that Ms.

Carr’s employment is terminated by the Company

without Cause or by Ms.

Carr for Good Reason within six months prior to or one year after a Change in Control (as defined in her employment agreement), Ms.

Carr would receive thirty-six months of base salary and an annual reimbursement of COBRA

payments and vest in a pro-rata portion of the time-based RSUs, based on the number of days that Ms.

Carr had been employed.

Any unvested performance-based RSUs would be forfeited.

Under this agreement, a “Change in Control” is a

defined term that includes a merger, a sale of all or substantially all of our assets or a similar transaction involving us, a third party acquiring more than 50% of our shares which includes, in general, a person or entity becoming a 50% or

greater stockholder of us, a covered removal of directors on our board of directors, or our liquidation or dissolution.

Change in Control Effect on other Restricted Stock Units

Our 2013 Restricted Stock Plan (which does not govern the grants to Ms.

Carr described above) also provides for accelerated vesting in the event of a “change of control”, whose meaning is materially the same as a

Change in Control described above for Ms.

Carr’s employment agreement.

Except to the extent that the Compensation Committee provides a result more favorable to holders of awards, in the event of a change of control, restricted stock units that are

not vested before a change of control will vest on the date of the change of control.

Separation and Release Agreement with Steven Swank

We entered into a Separation and Release Agreement with Steven Swank, the Company’s Chief Financial Officer from July 2020 until January 2021, dated as of January 6, 2021.

Pursuant to this agreement, Mr.

remained with the Company until March 5, 2021 (the “Separation Date”) to assist with transition.

During this period, Mr.

Swank continued to receive his base salary of $275,000 per year and continued to participate in all company health and

retirement plans and other benefits programs.

The Company also agreed not to seek reimbursement from Mr.

Swank for relocation or health insurance-related payments totaling $44,544 made to Mr.

Swank at the time of his hire.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis (“CD&A”) with management.

The foregoing report was submitted by the Compensation Committee and shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A promulgated by the SEC, other than as

provided in Item 407 of Regulation S-K, or to the liabilities of Section 18 of the Exchange Act.

COMPENSATION COMMITTEE:

Vicki Cantrell

Jefferson Gramm

COMPENSATION TABLES AND OTHER INFORMATION

The following table includes information required by Item 402 of Regulation S-K promulgated by the SEC.

The amounts shown represent the compensation paid to our named executive officers for each fiscal year noted in

the table, for services rendered to us.

For a more complete discussion of the elements of compensation included in this table, please refer to the discussion reflected in “Compensation Discussion and Analysis” above.

SUMMARY COMPENSATION TABLE

Name and Principal

Restricted Stock Awards

All Other Compensation

Janet Carr, Chief Executive

Steven Swank, Chief Financial Officer (2)

In October 2018, Ms.

Carr was appointed CEO with an annual salary of $500,000.

In addition, Ms.

Carr was granted 644,000 restricted stock units;

the amount reported as the value of these restricted stock units is based on the grant date

fair value of $7.39 per share, computed in accordance with FASB ASC Topic 718.

In July 2020, Mr.

Swank was granted restricted stock units valued on the grant date at $30,000 based on the grant date fair value of $3.31 per share, computed in accordance with FASB ASC Topic 718.

Swank’s position as an executive

officer of the Company terminated in January 2021, although he continued to remain employed by the Company in a non-executive-officer capacity until March 2021, at which time these restricted stock units were cancelled.

For 2019, represents Company-reimbursed moving expenses for Ms.

For 2020, represents matching funds contributed to Ms.

Carr’s Company 401(k) plan.

Represents $42,376 paid by the Company to Mr.

Swank for his relocation to Texas and $2,168 reimbursed to Mr.

Swank for extending his health insurance coverage from his prior employer.

GRANTS OF PLAN-BASED AWARDS

The Company did not grant any plan-based or non-plan-based equity awards to its Chief Executive Officer during 2020.

In July 2020, the Company awarded Steven Swank, its Chief Financial Officer, a new-hire grant of

restricted stock units valued at $30,000, which were scheduled to vest one year after the grant date;

these units were cancelled when Mr.

Swank left the Company in March 2021.

OUTSTANDING STOCK AWARDS

as of December 31, 2020

Number of shares of stock

that have not vested (#)

Market value of shares of stock

that have not vested ($)

Janet Carr (1)

Steven Swank (2)

Vesting is subject to Ms.

Carr’s continued employment with the Company and to the achievement of performance criteria set forth in 184,000 performance-based restricted stock award units granted to her in 2018.

All stock awards held by Mr.

Swank were cancelled upon his departure from the Company in March 2021.

EQUITY COMPENSATION PLANS

The following table sets forth information regarding our equity compensation plans (including individual compensation arrangements) that authorize the issuance of shares of our common stock.

The information is

aggregated in two categories:

plans previously approved by our stockholders and plans not approved by our stockholders.

The table includes information for officers, directors, employees and non-employees.

All information is as of December 31,

Plan Category

Securities to be

issued upon exercise

of outstanding

options, warrants

Weighted-average

exercise price of

options, warrants

Number of securities

remaining available for

future issuance under equity

compensation plans

(excluding securities

reflected in Column (A)

Equity compensation plans approved by stockholders

Equity compensation plans not approved by stockholders

DIRECTOR COMPENSATION

Compensation of non-employee directors is determined by the Board.

Our non-employee directors are paid an annual cash retainer of $16,000;

in addition, the Chairman of the Audit Committee is paid an additional annual

retainer of $5,000, and other members of the Audit Committee are paid an additional retainer of $2,000.

All directors are reimbursed for reasonable expenses incurred in connection with their service on our Board of Directors, including the

committees thereof.

We generally award restricted stock units annually to each non-employee director in accordance with our 2013 Restricted Stock Plan;

these grants generally have a value equal to approximately $14,000 (based on the

fair market value of our common stock as of the date of grant) and vest equally over a four-year period from the date of grant.

Between February 2017 and the end of 2018, we did not award any equity to our non-employee directors, and the Board

has determined that this was an oversight that should be corrected with increased grants in 2019 and 2020.

Accordingly, in February 2020, we awarded each non-employee director other than Mr.

Gramm (who voluntarily declined this equity grant) an

increased grant of restricted stock units with a fair market value equal to $23,000 as of the grant date;

the shares underlying the 2020 awards will vest equally over a three-year period from the date of grant.

In February 2021, we awarded each

non-employee director other than Mr.

Gramm (who voluntarily declined this equity grant) a grant of restricted stock units with a fair market value equal to $14,000 as of the grant date;

the shares underlying the 2021 awards will vest equally over a

four-year period from the date of grant.

Upon joining the Board in May 2021, Elaine Crowley was awarded a grant of restricted stock units with these same terms.

The goal of our restricted stock unit grants to directors is to attract and retain competent non-employee personnel to serve on our Board of Directors by offering them long-term equity incentives.

non-employee directors is eligible to participate in this plan.

DIRECTOR COMPENSATION TABLE

The table below summarizes the compensation paid by us to our non-employee directors for their service on the Board during the year ended December 31, 2020.

Our directors who are also employees receive no additional

compensation for serving as directors.

Fees Earned or Paid in

Restricted Stock

Vicki Cantrell

Jefferson Gramm

William Warren

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS*

The following table sets forth information regarding the following as of May 20, 2021, the record date for the Annual Meeting:

Beneficial owners of more than 5 percent of the outstanding shares of our common stock, other than our officers and directors;

Beneficial ownership by our current directors and nominees and the named executive officers set forth in the Summary Compensation table below;

Beneficial ownership by all our current directors and executive officers as a group, without naming them.

The percentage of beneficial ownership is calculated on the basis of 8,663,921 shares of our common stock outstanding as of July 31, 2021.

The information provided in the table is based on our records, information

filed with the SEC, and information provided to us, except where otherwise noted.

Security Ownership of Certain Beneficial Owners

Title of Class

Name and Address of Beneficial Owner

Amount and Nature of

Beneficial Ownership (1)

Bandera Partners LLC (2)

50 Broad Street, Suite 1820

New York, NY 10004

JCP Investment Partnership, LP (3)

1177 West Loop South, Suite 1650

Houston, TX 77027

Security Ownership of Management

Title of Class

Name of Beneficial Owner

Amount and Nature of

Beneficial Ownership (1)(4)

Michael Galvan

Vicki Cantrell

Jefferson Gramm(2)

James Pappas (3)

William Warren

All Current Directors and Executive Officers as a Group (9 persons)

* Represents beneficial ownership of less than 1% of our outstanding shares of common stock.

A ll shares of common stock are owned beneficially, and such owner has sole voting and investment power, unless otherwise stated.

The inclusion

herein of shares listed as beneficially owned does not constitute an admission of beneficial ownership.

Holdings shown for Jefferson Gramm and Bandera Partners, LLC are based on a Schedule 13D/A filed on February 5, 2021 by Mr.

Gramm and Bandera Partners, LLC.

Bandera Partners, LLC is the investment manager of

Bandera Master Fund L.P.

in whose name 2,857,936 of our shares are held.

Gregory Bylinksy and Jefferson Gramm are Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners LLC.

Bandera Master Fund L.P.

delegated to Bandera Partners the sole and exclusive authority to vote and dispose of the securities held by Bandera Master Fund.

As a result, each of Bandera Partners and Messrs.

Bylinksy and Gramm may be deemed to beneficially own the

shares held by Bandera Master Fund.

Holdings shown JCP Investment Management, LLC are based on a Schedule 13D/A filed on December

6, 2018 by JCP Investment Management, LLC.

Pappas, one of our Directors, is a Managing Member and Owner of JCP Investment Management, LLC.

As a result, Mr.

Pappas may be deemed to beneficially own the shares held by JCP Investment

Management, LLC.

Ownership percentages in the table are rounded to the nearest 1/10%;

actual ownership percentage for Mr.

Pappas is 9.97%.

To our knowledge, none of these shares have been pledged.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE*

On January 28, 2021, the Company entered into an agreement with Central Square Management (the “Seller”), an institutional shareholder of more than 5% of the Company’s common stock, to repurchase 500,000 shares of

the Company’s common stock in a private transaction.

The purchase price was $3.35 per share and $1,675,000 in total.

The closing of the repurchase of those shares took place on February 1, 2021.

Prior to the repurchase, the Shares represented

approximately 5.5% of the Company’s outstanding common stock.

The Company believes that the transaction was an arm’s length transaction, at the then-current market price for the Company’s common stock and otherwise on favorable terms to the

For our last two fiscal years, there have been no other transactions, and there is no currently proposed transaction, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000

or one percent (1%) of the average of our total assets at year-end for our last two most recently completed fiscal years, and in which any related person, as defined under Item 404(a) of Regulation S-K, had or will have a direct or indirect

material interest.

Such related persons include our directors, executive officers, nominees for director, any beneficial owner of more than five percent (5%) of our common stock, and their immediate family members.

Our Code of Business Conduct, which applies to all employees, including our executive officers and our directors, provides that our employees and officers and members of our Board of Directors are expected to use

sound judgement to help us maintain appropriate compliance procedures and to carry out our business with honesty and in compliance with law and high ethical standards.

In addition, our directors and officers are expected to report any potential

related party transactions to the Board of Directors.

Our Audit Committee, on behalf of the Board of Directors, reviews the material facts of all reported matters, by taking into account, among other factors it deems appropriate, whether a

transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction to determine whether an actual

conflict of interest exists.

No director may participate in any discussion or approval of a matter for which he or she is a related party.

An annual review and assessment of any ongoing relationship with a related party is performed by the Audit

Committee and reported to the Board of Directors.

PRINCIPAL ACCOUNTANT FEES AND SERVICES*

Weaver & Tidwell performed the audit of our 2018 financial statements, as well as the reviews of the financial statements included in our Forms 10-Q during 2018 and the first quarter of 2019.

They also have

performed services in connection with the pending restatement of our 2017 – 2018 financial statements and with the pending preparation of financial statements for periods since January 1, 2019.

The amounts shown below are the aggregate amounts

paid to Weaver during 2020 and 2019 for services in the categories indicated.

Types of Fees

Audit-related fees

All other fees

In accordance with the charter of our Audit Committee as in effect at the relevant times and the rules of the SEC, the Audit Committee approved all of the fees indicated above before the services were provided,

except for the portions of the 2019 and 2020 fees relating to the financial restatement of the prior years, which were not able to be determined before the services were begun.

The Audit Committee considered the services listed above to be

compatible with maintaining Weaver’s independence.

* The information required by Items 10, 11, 12, 13, and 14 is or will be set forth in the definitive proxy statement relating to the 2022 Annual Meeting of Stockholders of Tandy Leather

Factory, Inc., which is to be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.

This definitive proxy statement relates to a meeting of stockholders involving the

election of directors and the portions therefrom required to be set forth in this Form 10-K by Items 10, 11, 12, 13, and 14 are incorporated herein by reference pursuant to General Instruction G(3) to Form 10-K.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following are filed as part of this Form 10-K:

(a) The following are filed as part of this Form 10-K:

Financial Statements

The following Consolidated Financial Statements are included in Item 8, Financial Statements and Supplementary Data:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 410 )

Consolidated Balance Sheets as of December 31, 2021 and 2020

11 unchanged sentences

filed with the Securities and Exchange Commission on August 12, 2005 and incorporated by reference herein.

Bylaws of The Leather Factory, Inc.

(n/k/a Tandy Leather Factory, Inc.), filed as Exhibit 3.5 to the Current Report on Form 8-K (Commission File No.

001-12368) filed by Tandy Leather Factory, Inc (f/k/a The Leather Factory, Inc.) with

the Securities and Exchange Commission on July 14, 2004 and incorporated by reference herein.

Bylaws of Tandy Leather Factory, Inc., filed as Exhibit 3.1 to Tandy Leather Factory, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2021 and incorporated

by reference herein.

Certificate of Designations of Series A Junior Participating Preferred Stock of Tandy Leather Factory, Inc.

19 unchanged sentences

Exchange Commission on June 22, 2021 and incorporated by reference herein.

Code of Business Conduct and Ethics of Tandy Leather Factory, Inc., adopted by the Board of Directors on December 4, 2018, filed as Exhibit 14.1 to Tandy Leather Factory, Inc.’s Quarterly Report on Form 10-Q filed with the Securities

and Exchange Commission on June 22, 2021 and incorporated by reference herein.

Form of Stock Purchase Agreement dated December 8, 2021 between the Company and Right Lane I, LP.

Exchange Commission on June 22, 2021 and incorporated by reference herein.

Subsidiaries of Tandy Leather Factory, Inc.

12 unchanged sentences

FORM 10-K SUMMARY

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly

TANDY LEATHER FACTORY, INC.

1 unchanged sentence

Chief Executive Officer

September 2, 2021

March 31, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934 as amended, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

1 unchanged sentence

Chairman of the Board

September 2, 2021

March 31, 2022

Jefferson Gramm

1 unchanged sentence

Chief Executive Officer, Director

September 2, 2021

March 31, 2022

(principal executive officer)

1 unchanged sentence

Chief Financial Officer

September 2, 2021

March 31, 2022

Michael Galvan

2 unchanged sentences

/s/ William M.

September 2, 2021

March 31, 2022

/s/ James Pappas

September 2, 2021

March 31, 2022

/s/ Vicki Cantrell

September 2, 2021

March 31, 2022

Vicki Cantrell

/s/ Sharon M.

September 2, 2021

March 31, 2022

/s/ Sejal Patel

September 2, 2021

March 31, 2022

/s/ Elaine D.

September 2, 2021

March 31, 2022

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