ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Commission File Number
|
|
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
|
|
|
3
|
|
3
|
|
9
|
|
16
|
|
16
|
|
17
|
|
17
|
|
18
|
|
18
|
|
18
|
|
19
|
|
27
|
|
52
|
|
52
|
|
56
|
|
57
|
|
57
|
|
57
|
|
57
|
|
57
|
|
57
|
|
58
|
|
59 | |
61
|
|
62
|
Name
|
|
Age
|
|
Executive Since
|
|
Position
|
Janet Carr
|
|
61
|
|
2018
|
|
Chief Executive Officer
|
ITEM 1A. |
RISK FACTORS
|
• |
unavailability of, or significant fluctuations in the cost of, raw materials;
|
• |
disruptions or delays in shipments;
|
• |
loss or impairment of key manufacturing or distribution sites, which also could result in a former manufacturer beginning to produce similar products that compete with ours;
|
• |
inability to engage new independent manufacturers that meet the Company’s cost-effective sourcing model;
|
• |
product quality issues;
|
• |
compliance by us and our independent manufacturers and suppliers with labor laws and other foreign governmental regulations;
|
• |
imposition of additional duties, taxes, and other charges on imports or exports;
|
• |
embargoes against products originating in countries from which we source;
|
• |
increases in the cost of labor, fuel (including volatility in the price of oil), travel and transportation;
|
• |
compliance by our independent manufacturers and suppliers with our Code of Business Conduct and Ethics and our Animal Welfare Policy;
|
• |
political unrest;
|
• |
unforeseen public health crises, such as pandemic (e.g., the COVID-19 pandemic) and epidemic diseases;
|
• |
natural disasters or other extreme weather events, whether as a result of climate change or otherwise; and
|
• |
acts of war or terrorism and other external factors over which we have no control.
|
ITEM 1B. |
UNRESOLVED STAFF COMMENTS
|
ITEM 2. |
PROPERTIES
|
U.S. Locations
|
||||
Alabama
|
1
|
|
Missouri
|
3
|
Alaska
|
1
|
|
Montana
|
1
|
Arizona
|
3
|
|
Nebraska
|
1
|
Arkansas
|
1
|
|
Nevada
|
2
|
California
|
8
|
|
New Mexico
|
2
|
Colorado
|
4
|
|
New York
|
1
|
Connecticut
|
1
|
|
New Jersey
|
1
|
Florida
|
4
|
|
North Carolina
|
3
|
Georgia
|
2
|
|
Ohio
|
3
|
Idaho
|
1
|
|
Oklahoma
|
2
|
Illinois
|
1
|
|
Oregon
|
2
|
Indiana
|
1
|
|
Pennsylvania
|
3
|
Iowa
|
1
|
|
South Dakota
|
1
|
Kansas
|
1
|
|
Tennessee
|
3
|
Kentucky
|
1
|
|
Texas
|
16
|
Louisiana
|
2
|
|
Utah
|
4
|
Maryland
|
1
|
|
Washington
|
3
|
Massachusetts
|
1
|
|
Wisconsin
|
1
|
Michigan
|
2
|
|
Wyoming
|
1
|
Minnesota
|
2
|
|
|
|
|
|
|
|
|
Canadian locations:
|
||||
Alberta
|
3
|
|
Ontario
|
3
|
British Columbia
|
1
|
|
Saskatchewan
|
1
|
Manitoba
|
1
|
|
|
|
Nova Scotia
|
1
|
|
International locations:
|
|
|
|
|
Spain
|
1
|
ITEM 3. |
LEGAL PROCEEDINGS
|
ITEM 4. |
MINE SAFETY DISCLOSURES
|
ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
ITEM 6. |
SELECTED FINANCIAL DATA
|
ITEM 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
(in thousands)
|
2022
|
2021
|
$ Change
|
% Change
|
||||||||||||
Sales
|
$
|
80,335
|
$
|
82,661
|
$
|
(2,326
|
)
|
(2.8
|
)%
|
|||||||
Gross profit
|
46,497
|
46,999
|
(502
|
)
|
(1.1
|
)%
|
||||||||||
Gross margin percentage
|
57.9
|
%
|
56.9
|
%
|
1.0
|
%
|
||||||||||
Operating expenses
|
45,109
|
44,699
|
410
|
0.9
|
%
|
|||||||||||
Income (loss) from operations
|
$
|
1,388
|
$
|
2,300
|
$
|
(912
|
)
|
39.7
|
%
|
(in thousands)
|
2022
|
2021
|
||||||
Operating expenses
|
$
|
45,109
|
$
|
44,699
|
||||
Non-routine items related to restatement
|
(246
|
)
|
(1,252
|
)
|
||||
Adjusted operating expenses
|
$
|
44,863
|
$
|
43,447
|
||||
Operating expenses % of sales
|
56.2
|
%
|
54.1
|
%
|
||||
Adjusted operating expenses % of sales
|
55.8
|
%
|
52.6
|
%
|
(amounts in thousands)
|
2022
|
2021
|
||||||
Net cash from operating activities
|
$
|
1,154
|
$
|
3,716
|
||||
Net cash used in investing activities
|
(625
|
)
|
(1,001
|
)
|
||||
Net cash used in financing activities
|
(2,171
|
)
|
(2,777
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
(538
|
)
|
(112
|
)
|
||||
Net decrease in cash and cash equivalents
|
$
|
(2,180
|
)
|
$
|
(174
|
)
|
•
|
We obtained an understanding of the controls over the valuation of inventory.
|
•
|
We tested the inventory costs incurred by the Company by reviewing supplier invoices and ensuring that appropriate application of the first-in first-out
principle was followed.
|
•
|
We evaluated the appropriateness and consistency of management’s methodology and assumptions used in calculating the capitalizable overhead costs allocation
ratio.
|
•
|
We evaluated the appropriateness of the capitalized overhead costs by analyzing them against actual overhead costs incurred during the year.
|
•
|
We tested the mathematical accuracy of the Company’s inventory obsolescence reserve calculation.
|
•
|
We evaluated the appropriateness and consistency of management’s methodology and assumptions used in developing its estimate of the inventory obsolescence
reserve.
|
•
|
We performed analytical procedures on the current year reserve by comparing it to the prior year reserve and obtaining corroborating evidence to support any
assumptions.
|
•
|
We tested on a sample basis, sales subsequent to year-end of the written-down items to ensure that the net realizable value was not lower than the
previously written down value.
|
December 31, |
December 31, |
|||||||
2022 | 2021 | |||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Accounts receivable-trade, net of allowance for doubtful accounts of $
|
|
|
||||||
Inventory
|
|
|
||||||
Income tax receivable
|
|
|
||||||
Prepaid expenses
|
|
|
||||||
Other current assets
|
|
|
||||||
Total current assets
|
|
|
||||||
Property and equipment, at cost
|
|
|
||||||
Less accumulated depreciation
|
(
|
)
|
(
|
)
|
||||
Property and equipment, net
|
|
|
||||||
Operating lease assets
|
|
|
||||||
Financing lease assets
|
|
|
||||||
Other intangibles, net of accumulated amortization of $
|
|
|
||||||
Other assets
|
|
|
||||||
TOTAL ASSETS
|
$
|
|
$
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Accounts payable-trade
|
$
|
|
$
|
|
||||
Accrued expenses and other liabilities
|
|
|
||||||
Income taxes payable
|
||||||||
Current portion of operating lease liabilities
|
|
|
||||||
Current portion of finance lease liabilities
|
|
|
||||||
Current maturities of long-term debt |
||||||||
Total current liabilities
|
|
|
||||||
Uncertain tax positions
|
|
|
||||||
Other non-current liabilities
|
|
|
||||||
Operating lease liabilities, non-current
|
|
|
||||||
Finance lease liabilities, non-current
|
|
|
||||||
Long-term debt, net of current maturities
|
|
|
||||||
COMMITMENTS AND CONTINGENCIES (Note 8)
|
||||||||
STOCKHOLDERS’ EQUITY:
|
||||||||
Common stock, $
|
|
|
||||||
Paid-in capital
|
|
|
||||||
Retained earnings
|
|
|
||||||
Treasury stock at cost (
|
(
|
)
|
(
|
)
|
||||
Accumulated other comprehensive loss, net of tax
|
(
|
)
|
(
|
)
|
||||
Total stockholders’ equity
|
|
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
|
$
|
|
For the Years Ended December 31,
|
||||||||
2022
|
2021
|
|||||||
Net sales
|
$
|
|
$
|
|
||||
Cost of sales
|
|
|
||||||
Gross profit
|
|
|
||||||
Operating expenses
|
|
|
||||||
Income from operations
|
|
|
||||||
Other (income) expense:
|
||||||||
Interest (income) expense
|
(
|
)
|
|
|||||
Other, net
|
(
|
)
|
|
|||||
Total other (income) expense
|
( |
) | ||||||
Income before income taxes
|
|
|
||||||
Income tax provision
|
|
|
||||||
Net income
|
$
|
|
$
|
|
||||
Foreign currency translation adjustments, net of tax
|
(
|
)
|
(
|
)
|
||||
Comprehensive income
|
$
|
|
$
|
|
||||
Net income per common share:
|
||||||||
Basic
|
$
|
|
$
|
|
||||
Diluted
|
$
|
|
$
|
|
||||
Weighted average number of shares outstanding:
|
||||||||
Basic
|
|
|
||||||
Diluted
|
|
|
For the Years Ended December 31,
|
||||||||
2022
|
2021
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$
|
|
$
|
|
||||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
|
|
||||||
Operating lease asset amortization
|
|
|
||||||
Loss (gain) on disposal of assets
|
|
(
|
)
|
|||||
Stock-based compensation
|
|
|
||||||
Deferred income taxes
|
(
|
)
|
|
|||||
Exchange loss
|
|
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable-trade
|
(
|
)
|
||||||
Inventory
|
(
|
)
|
(
|
)
|
||||
Prepaid expenses
|
|
|
||||||
Other current assets
|
|
(
|
)
|
|||||
Accounts payable-trade
|
( |
) |
|
|||||
Accrued expenses and other liabilities
|
(
|
)
|
|
|||||
Income taxes, net
|
|
|
||||||
Other assets
|
(
|
)
|
||||||
Operating lease liabilities
|
(
|
)
|
(
|
)
|
||||
Total adjustments
|
(
|
)
|
|
|||||
Net cash from operating activities
|
|
|
||||||
Cash flows from investing activities:
|
||||||||
Purchase of property and equipment
|
(
|
)
|
(
|
)
|
||||
Proceeds from sales of assets
|
|
|
||||||
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Payments on long-term debt
|
( |
) | ||||||
Payments of capital lease obligations
|
(
|
)
|
(
|
)
|
||||
Repurchase of common stock
|
(
|
)
|
(
|
)
|
||||
Purchase of vested stock for employee payroll tax |
( |
) | ||||||
Net cash used in financing activities
|
(
|
)
|
(
|
)
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
( |
) |
(
|
)
|
||||
Net decrease in cash and cash equivalents
|
(
|
)
|
(
|
)
|
||||
Cash and cash equivalents, beginning of period
|
|
|
||||||
Cash and cash equivalents, end of period
|
$
|
|
$
|
|
For the Years Ended December 31,
|
||||||||
2022
|
2021
|
|||||||
Supplemental disclosures of cash flow information:
|
||||||||
Interest paid during the period
|
$
|
|
$
|
|
||||
Income tax paid (refunded) during the period, net
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Supplemental disclosures of non-cash activity:
|
||||||||
Operating lease assets obtained in exchange for lease liabilities, net |
$ | $ |
Number of
Shares
Common Stock
Outstanding
|
Par Value
|
Paid-in Capital
|
Treasury Stock
|
Retained
Earnings
|
Accumulated
Other Comprehensive
Income (Loss)
|
Total
|
||||||||||||||||||||||
Balance, December 31,
2020
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$ |
|
|||||||||||||
Stock-based compensation expense
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
Issuance of restricted stock
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Purchase of vested stock for employee payroll tax
|
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
Repurchase of common stock
|
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
Net income
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
Foreign currency translation adjustments, net of tax
|
-
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Balance, December 31,
2021
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||||||||
Stock-based compensation expense
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
Issuance of restricted stock
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Purchase of vested stock for employee payroll tax |
( |
) | ||||||||||||||||||||||||||
Repurchase of common stock | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
Net income
|
-
|
|
|
|
|
|
|
|||||||||||||||||||||
Foreign currency translation adjustments, net of tax
|
-
|
|
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||
Balance, December 31,
2022
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
$
|
|
(in thousands)
|
2022
|
2021
|
||||||
United States
|
$
|
|
$
|
|
||||
Canada
|
||||||||
Other
|
||||||||
Net sales
|
$
|
|
$
|
|
(in thousands, except share data)
|
2022 (1)
|
2021
(1)
|
||||||
Numerator:
|
||||||||
Net income (loss)
|
$
|
|
$
|
|
||||
Denominator:
|
||||||||
Basic weighted-average common shares ouststanding
|
|
|
||||||
Dilutive effect of service-based restricted stock awards granted to Board of Directors under the Plan
|
|
|
||||||
Dilutive effect of service-based restricted stock awards granted to employees under the Plan
|
||||||||
Diluted weighted-average common shares outstanding
|
Level 1 – observable inputs that reflect quoted prices in active markets for identical assets or liabilities.
|
Level 2 – significant observable inputs other than quoted prices in active markets for similar assets and liabilities, such as quoted prices for identical or similar assets or
liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
|
Level 3 – significant unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants.
|
(in thousands)
|
December 31, 2022
|
December 31, 2021
|
||||||
On hand:
|
||||||||
Finished goods held for sale
|
$
|
|
$
|
|
||||
Raw materials and work in process
|
|
|
||||||
Inventory in transit
|
|
|
||||||
TOTAL
|
$
|
|
$
|
|
(in thousands)
|
December 31, 2022
|
December 31, 2021
|
||||||
Building | $ | $ | ||||||
Land
|
|
|
||||||
Leasehold improvements
|
|
|
||||||
Equipment and machinery
|
|
|
||||||
Furniture and fixtures
|
|
|
||||||
Vehicles
|
|
|
||||||
|
|
|||||||
Less: accumulated depreciation
|
(
|
)
|
(
|
)
|
||||
TOTAL
|
$
|
|
$
|
|
(in thousands)
|
December 31, 2022
|
December 31, 2021
|
||||||
United States
|
$
|
|
$
|
|
||||
Canada
|
|
|
||||||
Spain
|
|
|
||||||
$
|
|
$
|
|
Accrued Expenses and Other Liabilities
|
December 31, 2022
|
December 31, 2021
|
||||||
(in thousands)
|
||||||||
Accrued employee related costs
|
|
|
||||||
Unearned gift card revenue
|
|
|
||||||
Estimated returns
|
|
|
||||||
Sales and payroll taxes payable
|
|
|
||||||
Accrued vendor payables
|
|
|||||||
TOTAL
|
$
|
|
$
|
|
Leases
|
Balance Sheet Classification
|
December 31, 2022
|
December 31, 2021
|
|||||||
(in thousands)
|
||||||||||
Assets:
|
||||||||||
Operating
|
|
$
|
|
$
|
|
|||||
Finance
|
|
|
|
|||||||
Total assets
|
$
|
|
$
|
|
||||||
Liabilities:
|
||||||||||
Current
|
||||||||||
Operating
|
|
$
|
|
$
|
|
|||||
Finance
|
|
|
|
|||||||
Non-current
|
||||||||||
Operating
|
|
|
|
|||||||
Finance
|
|
|
|
|||||||
Total lease liabilities
|
$
|
|
$
|
|
Lease Cost
|
Income Statement Classification
|
December 31, 2022
|
December 31, 2021
|
||||||
(in thousands)
|
|||||||||
Operating lease cost
|
Operating expenses
|
$ | $ | ||||||
Operating lease cost
|
Impairment expense
|
||||||||
Short-term lease cost |
Operating expenses
|
||||||||
Variable lease cost (1)
|
Operating expenses
|
||||||||
Finance: (2)
|
|||||||||
Amortization of lease assets
|
Operating expenses
|
||||||||
Interest on lease liabilities
|
Interest expense
|
||||||||
Total lease cost
|
$ | $ |
December 31, 2022
|
||||||||
Maturity of Lease Liabilities
|
Operating Leases
|
Finance Leases
|
||||||
(in thousands)
|
||||||||
2022
|
$
|
|
$ | |||||
2023
|
|
|||||||
2024
|
|
|||||||
2025
|
|
|||||||
2026
|
|
|||||||
Thereafter
|
|
|||||||
Total lease payments
|
$
|
|
$ | |||||
Less: Interest
|
(
|
)
|
||||||
Present value of lease liabilities
|
$
|
|
$ |
Other Information
|
December 31, 2022
|
December 31, 2021
|
||||||
(in thousands)
|
||||||||
Cash paid for amounts included in the measurement of lease liabilities:
|
||||||||
Operating cash flows used in operating leases
|
$
|
|
$
|
|
||||
Operating cash flows used in finance leases
|
|
|
||||||
Financing cash flows used in finance leases
|
|
|
||||||
Operating lease assets obtained in exchange for lease obligations
|
||||||||
Operating leases, initial recognition
|
|
|
||||||
Operating leases, modifications and remeasurements
|
|
|
Lease Term and Discount Rate
|
December 31, 2022
|
December 31, 2021
|
||||||
Weighted-average remaining lease term (years):
|
||||||||
Operating leases
|
||||||||
Finance leases
|
||||||||
Weighted-average discount rate:
|
||||||||
Operating leases
|
% |
% |
||||||
Finance leases
|
% |
% |
December 31, | ||||||||
(in thousands)
|
2022
|
2021
|
||||||
Institute of Official Credit (“ICO”) Guarantee for Small and Medium-sized Enterprises with Banco Santander S.A. (Spain) as described more fully above - interest due
monthly at
|
$
|
|
$
|
|
||||
$
|
|
$
|
|
|||||
Less current maturities
|
|
|
||||||
TOTAL
|
$
|
|
$
|
|
(in thousands)
|
Year Ended December 31,
|
|||||||
Income Tax Provision
|
2022
|
2021
|
||||||
Current provision:
|
||||||||
Federal
|
$
|
|
$
|
|
||||
State
|
|
|
||||||
Foreign
|
|
|
||||||
Related to UTP
|
|
|
||||||
|
|
|||||||
Deferred provision: | ||||||||
Federal
|
||||||||
State | ||||||||
Foreign | ||||||||
Total tax provision
|
$ | $ |
(in thousands)
|
Year Ended December 31,
|
|||||||
Income (Loss) Before Income Taxes
|
2022
|
2021
|
||||||
United States
|
$
|
|
$
|
|
||||
Spain
|
(
|
)
|
(
|
)
|
||||
Canada
|
|
(
|
)
|
|||||
Australia
|
|
(
|
)
|
|||||
United Kingdom
|
|
|
||||||
TOTAL
|
$
|
|
$
|
|
Deferred income tax assets:
|
2022
|
2021
|
||||||
(in thousands)
|
||||||||
Inventory
|
$
|
|
$
|
|
||||
Stock-based compensation
|
|
|
||||||
Accounts receivable
|
|
|
||||||
Sales returns
|
|
|
||||||
Foreign currency translation gain/loss in OCI
|
|
|
||||||
Goodwill and other intangible assets amortization
|
|
|
||||||
Net operating loss
|
|
|
||||||
Accrued expenses
|
|
|
||||||
Leases
|
|
|
||||||
Other
|
|
|
||||||
Total deferred income tax assets
|
|
|
||||||
Less: valuation allowance
|
(
|
)
|
(
|
)
|
||||
Total deferred income tax assets, net of valuation allowance
|
$
|
|
$
|
|
||||
Property and equipment depreciation
|
$
|
|
$
|
|
||||
Total deferred income tax liabilities
|
|
|
||||||
Net deferred tax asset (liability)
|
$
|
|
$
|
|
Year Ended December 31,
|
||||||||
2022 |
2021
|
|||||||
Statutory rate – Federal U.S. income tax
|
|
%
|
|
%
|
||||
State and local taxes
|
(
|
)%
|
|
%
|
||||
Permanent book/tax differences
|
|
%
|
|
%
|
||||
Difference in tax rates in loss carryback periods
|
|
%
|
|
%
|
||||
Change in valuation allowance
|
(
|
)%
|
|
%
|
||||
Rate differential on UTP reversals
|
|
%
|
|
%
|
||||
Other, net
|
(
|
)%
|
(
|
)%
|
||||
Effective rate
|
|
%
|
|
%
|
2022
|
2021
|
|||||||
UTP at beginning of the year
|
$
|
|
$
|
|
||||
Gross increase to tax positions in current period
|
|
|
||||||
Interest expense
|
|
|||||||
UTP at end of year
|
$
|
|
$
|
|
Shares | Weighted Average |
|||||||
(in thousands) |
Share Price |
|||||||
Balance, January 1, 2022
|
|
$
|
|
|||||
Granted
|
|
|
||||||
Forfeited
|
|
|
||||||
Vested
|
(
|
)
|
|
|||||
Balance, December 31, 2022
|
|
$
|
|
Unrecognized Expense
|
||||
2023
|
$
|
|
||
2024
|
|
|||
2025
|
|
|||
2026 |
||||
$
|
|
ITEM 9A. |
CONTROLS AND PROCEDURES
|
• |
Replaced critical roles within our accounting team with 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 most of our stores that is fully integrated with our new ERP system. All 12 of the remaining stores will be converted in 2023;
|
• |
Implemented new accounting processes and procedures aligned with our new ERP system that incorporate best practices to minimize errors and putting into action control activities that will prevent
misstatements and that address appropriate segregation of duties;
|
• |
Updated process narrative documentation in the following areas: (i) fixed assets and lease accounting, (ii) information technology (IT) governance, and (iii) 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);
|
• |
Established a greater sense of accountability by requiring sub-certifications below the CEO level for certain key accounting, finance and operations personnel.
|
• |
Ongoing recruitment and hiring of permanent, qualified public-company accounting personnel;
|
• |
Converting remaining stores onto our new point-of-sale system;
|
• |
Continuing to implement new accounting procedures and activities aligned with our new ERP system that 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;
|
• |
Continuing to refine and improve narrative documentation in particular in the following areas: (i) financial reporting, (ii) inventory, (iii) purchasing and accounts payable, (iv) revenue, (v) general
accounting, treasury, and financial planning & analysis, (vi) tax,
|
• |
Periodically reviewing 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; and
|
• |
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.
|
• |
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.
|
• |
Regular periodic communications from the CEO 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.
|
• |
Completing the implementation of our new point-of-sale system, which is fully integrated with our ERP system.
|
• |
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.
|
• |
Continuing to implement newly-designed processes, structures, delegation of authority and controls, in accordance with the COSO Framework, including:
|
o |
Quarterly updates for our Controller regarding upcoming accounting pronouncement and proposed changes to GAAP accounting standards, tax regulations, and other requirements that may impact the Company’s
financial reporting;
|
o |
Timely reviews each quarter of the most significant accounting estimates and judgments;
|
o |
Validation of results through detailed variance analyses and reconciliation of account balances performed on a timely basis;
|
o |
Monthly business review of actual financial performance compared to forecasts with participation from leadership across the organization; and
|
o |
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 with the certification process.
|
ITEM 9B. |
OTHER INFORMATION
|
ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE*
|
ITEM 11. |
EXECUTIVE COMPENSATION*
|
ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS*
|
ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE*
|
ITEM 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES*
|
ITEM 15. |
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|
(a) |
The following are filed as part of this Form 10-K:
|
TANDY LEATHER FACTORY, INC. AND SUBSIDIARIES
EXHIBIT INDEX
|
|
Exhibit
Number
|
Description
|
Certificate of Incorporation of The Leather Factory, Inc., and Certificate of Amendment to Certificate of Incorporation of The Leather Factory, Inc. filed as Exhibit 3.1 to Tandy
Leather Factory, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2005 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. 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 June 10, 2013 and incorporated by reference herein.
|
*3.4 |
Certificate of Amendment of Certificate of Incorporation of Tandy Leather Factory, Inc. dated March 1, 2023.
|
Description of Securities filed as Exhibit 4.1 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.
|
|
Tandy Leather Factory, Inc. 2013 Restricted Stock Plan, filed as Exhibit 10.1 to Tandy Leather Factory’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission
on November 14, 2013 and incorporated by reference herein.
|
|
Amendment #1 to Tandy Leather Factory, Inc. 2013 Restricted Stock Plan filed as Exhibit 10.5 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 Non-Employee Director Restricted Stock Agreement under Tandy Leather Factory, Inc.’s 2013 Restricted Stock Plan, filed as Exhibit 10.1 to Tandy Leather Factory, Inc.’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on February 14, 2014 and incorporated by reference herein.
|
Form of Employee Restricted Stock Award Agreement under Tandy Leather Factory, Inc.’s 2013 Restricted Stock Plan, filed as Exhibit 10.7 to Tandy Leather Factory, Inc.’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on February 14, 2014 and incorporated by reference herein.
|
|
Form of Employment Agreement dated October 2, 2018 between the Company and Janet Carr, filed as Exhibit 10.1 to Tandy Leather Factory Inc.’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 5, 2018 and incorporated by reference herein.
|
|
Form of Stand-Alone Restricted Stock Unit Agreement dated October 2, 2018 between the Company and Janet Carr, filed as Exhibit 10.2 to Tandy Leather Factory Inc.’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on October 5, 2018 and incorporated by reference herein.
|
|
Form of Stand-Alone Restricted Stock Unit Agreement dated October 2, 2018 between the Company and Janet Carr, filed as Exhibit 10.3 to Tandy Leather Factory Inc.’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on October 5, 2018 and incorporated by reference herein.
|
|
Credit Agreement dated October 26, 2022 between the Company and JP Morgan Chase Bank, N.A.
|
|
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.
|
|
Subsidiaries of Tandy Leather Factory, Inc.
|
|
Consent of Independent Registered Public Accounting Firm.
|
Certification by the Chief Executive Officer and President pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended.
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
*101.INS
|
XBRL Instance Document.
|
*101.SCH
|
XBRL Taxonomy Extension Schema Document.
|
*101.CAL
|
XBRL Taxonomy Extension Calculation Document.
|
*101.DEF
|
XBRL Taxonomy Extension Definition Document.
|
*101.LAB
|
XBRL Taxonomy Extension Labels Document.
|
*101.PRE
|
XBRL Taxonomy Extension Presentation Document.
|
ITEM 16. |
FORM 10-K SUMMARY
|
TANDY LEATHER FACTORY, INC.
|
By:
|
/s/ Janet Carr |
Janet Carr
|
|
Chief Executive Officer
|
|
Dated: March 31, 2023
|
Signature
|
Title
|
Date
|
/s/ Jefferson Gramm
|
Chairman of the Board
|
March 31, 2023
|
Jefferson Gramm
|
||
/s/ Janet Carr
|
Chief Executive Officer, Director
|
March 31, 2023
|
Janet Carr
|
(principal executive officer)
|
|
/s/ William M. Warren
|
Director
|
March 31, 2023
|
William M. Warren
|
||
/s/ James Pappas
|
Director
|
March 31, 2023
|
James Pappas
|
||
/s/ Vicki Cantrell
|
Director
|
March 31, 2023
|
Vicki Cantrell
|
||
/s/ Sejal Patel
|
Director
|
March 31, 2023
|
Sejal Patel
|
||
/s/ Elaine D. Crowley
|
Director
|
March 31, 2023
|
Elaine D. Crowley
|