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 | 2026-03-23 | described here | effective | effective | remediated (prior year) | EDGAR |
Item 3 · From time to time, we are, have been, and may become subject to arbitration, litigation or claims. The results of any current or future claims or proceedings cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and litigation costs, diversion of management resources, reputational harm and other factors. Other than the below, the Company is not currently a party to any pending litigation that the Company considers material. In January 2026, the Company filed a lawsuit in the U.S. Court of International Trade (“CIT”) challenging the legality of incremental tariffs and seeking a refund of incremental tariffs paid by the Company. To facilitate the administration of new cases that continue to be filed challenging the imposition of tariffs, the case was stayed pending the final outcome of V.O.S. Selections, Inc. v. United States (“V.O.S”), which held that the International Emergency Economic Powers Act (“IEEPA”) does not authorize a U.S. President to impose tariffs, and the CIT’s determination of further proceedings. On February 20, 2026, the U.S. Supreme Court issued its decision in Learning Resources, Inc. v.… Item 9A · ICFR · Based on that assessment, our management concluded that as of December 31, 2025, the Company’s internal control over financial reporting was effective. Item 9A · disclosure controls · Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective at the reasonable assurance level. Item 9A · material weakness · As previously disclosed in Part II, Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2024, a material weakness in our internal control over financial reporting was identified for the aggregation of control deficiencies over segregation of duties, information technology change management, and resource constraints in the Company’s accounting function to address changes in the business in the fourth quarter of 2024. | ||||||
| 2024-12-31 | 2025-03-12 | described here | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · From time to time, we are, have been, and may become subject to arbitration, litigation or claims. The results of any current or future claims or proceedings cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and litigation costs, diversion of management resources, reputational harm and other factors. The Company is not currently a party to any pending litigation that the Company considers material. Item 9A · ICFR · Based on that assessment, our management concluded that as of December 31, 2024, the Company's internal control over financial reporting was ineffective due to the material weakness described below. Item 9A · disclosure controls · Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective at the reasonable assurance level. | ||||||
| 2023-12-31 | 2024-03-14 | described here | NOT effective | NOT effective | disclosed | EDGAR |
Item 3 · From time to time, we are, have been, and may become subject to arbitration, litigation or claims arising in the ordinary course of business. The results of any current or future claims or proceedings cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and litigation costs, diversion of management resources, reputational harm and other factors. The Company is not currently a party to any pending litigation that the Company considers material. Item 9A · ICFR · Based on that assessment, management concluded that as of December 31, 2023, the Company's internal control over financial reporting was ineffective. Item 9A · disclosure controls · Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2023, our disclosure controls and procedures were ineffective. Item 9A · material weakness · Changes in Internal Control over Financial Reporting During the fourth quarter of 2023, a material weakness in our internal control over financial reporting was identified related to the lack of timely execution of controls within the financial statement close process and the lack of sufficient resources within the Company’s accounting function. | ||||||
| 2022-12-31 | 2023-03-09 | described here | effective | effective | none in Item 9A | EDGAR |
Item 3 · From time to time, we are, have been, and may become subject to arbitration, litigation or claims arising in the ordinary course of business. The results of any current or future claims or proceedings cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and litigation costs, diversion of management resources, reputational harm and other factors. The Company is not currently a party to any pending litigation that the Company considers material. Item 9A · ICFR · Based on that assessment, management concluded that as of December 31, 2022, the Company's internal control over financial reporting was effective. Item 9A · disclosure controls · Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2022, our disclosure controls and procedures were effective at the reasonable assurance level. | ||||||
| 2021-12-31 | 2022-03-30 | described here | not extracted | effective | remediated (prior year) | EDGAR |
Item 3 · From time to time, we are, have been, and may become subject to arbitration, litigation or claims arising in the ordinary course of business. The results of any current or future claims or proceedings cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and litigation costs, diversion of management resources, reputational harm and other factors. The Company is not currently a party to any pending litigation that the Company considers material. Item 9A · disclosure controls · Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2021, our disclosure controls and procedures were effective at the reasonable assurance level. Item 9A · material weakness · As previously reported, in connection with the preparation of our financial statements for 2020, we identified a material weakness in our internal control over financial reporting. | ||||||
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.