Legal & controls
Item 3 and Item 9A as filed · every verdict is the registrant’s own sentence, printed below it · a filing that fails an extraction gate reads “not extracted”
| Fiscal year | Filed | Item 3 | ICFR | disclosure controls | material weakness | Filing |
|---|---|---|---|---|---|---|
| 2025-12-31 | 2026-02-13 | in the notes | effective | effective | none in Item 9A | EDGAR |
Item 3 · Information regarding legal proceedings is included in Footnote 17 of the Notes to Consolidated Financial Statements and is incorporated by reference herein. Item 9A · ICFR · Based on this evaluation, management concluded the Company’s internal control over financial reporting was effective as of December 31, 2025. Item 9A · disclosure controls · Based on that evaluation, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025. | ||||||
| 2024-12-31 | 2025-02-14 | in the notes | not extracted | effective | remediated (prior year) | EDGAR |
Item 3 · Information regarding legal proceedings is included in Footnote 18 of the Notes to Consolidated Financial Statements and is incorporated by reference herein. Item 9A · ICFR · Based on this evaluation, management concluded the Company’s internal control over financial reporting was effective as of December 31, 2024. Item 9A · disclosure controls · Based on that evaluation, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2024. Item 9A · material weakness · Remediation of Previously-Reported Material Weaknesses As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, and in subsequent quarterly reports, management concluded the following material weaknesses existed in internal control over financial reporting: the Company did not maintain effective controls over the reviews of significant assumptions used in the impairment assessment of goodwill, indefinite-lived tradenames and long-lived assets. | ||||||
| 2023-12-31 | 2024-02-21 | in the notes | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · Information regarding legal proceedings is included in Footnote 18 of the Notes to Consolidated Financial Statements and is incorporated by reference herein. Item 9A · ICFR · Based on management’s evaluation, because of the material weaknesses described below, management has concluded that our internal control over financial reporting was not effective as of December 31, 2023. Item 9A · disclosure controls · As of December 31, 2023, based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures were not effective as of December 31, 2023, due to material weaknesses in internal control over financial reporting described below. | ||||||
| 2022-12-31 | 2023-02-15 | in the notes | effective | effective | none in Item 9A | EDGAR |
Item 3 · Information regarding legal proceedings is included in Footnote 18 of the Notes to Consolidated Financial Statements and is incorporated by reference herein. Item 9A · ICFR · Based on the results of its evaluation, the Company’s management concluded that, as of December 31, 2022, the Company’s internal control over financial reporting is effective based on those criteria. Item 9A · disclosure controls · The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as required by Rule 13a-15(b) of the Exchange Act) and concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2022, the end of the period covered by this Annual Report on Form 10-K. | ||||||
| 2021-12-31 | 2022-02-14 | in the notes | effective | effective | none in Item 9A | EDGAR |
Item 3 · Information regarding legal proceedings is included in Footnote 18 of the Notes to Consolidated Financial Statements and is incorporated by reference herein. Item 9A · ICFR · Based on the results of its evaluation, the Company’s management concluded that, as of December 31, 2021, the Company’s internal control over financial reporting is effective based on those criteria. Item 9A · disclosure controls · The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as required by Rule 13a-15(b) of the Exchange Act) and concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2021, the end of the period covered by this Annual Report on Form 10-K. | ||||||
5 of 5 annual reports on record have their filing text cached on this host; the rest are listed with their EDGAR link and no extraction, because this surface never fetches from SEC on a page load.
- Item 3 and Item 9A are located in the filing HTML already cached on this host and read with the same line-anchored item matcher and largest-gap body disambiguation the filing-narrative pass uses for Item 1A and Item 7 — no fetch, no model, no summarization.
- A heading is accepted as a section only when it is not a table-of-contents row (a trailing page number), not a quoted reference in prose, and names its own section; the span must then clear a per-item length band and carry readable text after the heading. Anything that fails a gate is served as 'not extracted' with the reason — never as a default value.
- An effectiveness conclusion is read only from a sentence that names its own control set (disclosure controls and procedures, or internal control over financial reporting) and states an outcome. Conditional sentences — the standard limitations paragraph and forward-looking remediation language — are excluded, because they are hypotheses rather than conclusions.
- When a filing's own sentences disagree — an effective conclusion beside an unremediated material-weakness disclosure, or two conclusions of opposite sign — no verdict is asserted. A wrong 'controls were effective' reading is worse than no reading.
- Every verdict is shown beside the verbatim sentence it was read from. The excerpt is the filing's own words, capped at 1,200 characters; the filing itself is one link away.