8 unchanged sentences
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: On December 10, 2021, we acquired BasX, LLC ("BasX").
−Removed: Management acknowledges that it is responsible for establishing and maintaining a system of internal controls over financial reporting for BasX.
−Removed: We are in the process of integrating BasX, and we therefore have excluded BasX from our December 31, 2021 assessment of the effectiveness of internal control over financial reporting.
−Removed: BasX had total assets of $205.6 million as of December 31, 2021 and third party revenues of $4.1 million from December 11, 2021 to December 31, 2021, which are included in our consolidated financial statements as of and for the year ended December 31, 2021.
−Removed: The impact of the acquisition of BasX has not materially affected and is not expected to materially affect our internal control over financial reporting.
−Removed: As a result of these integration activities, certain controls are being evaluated and may be changed.
−Removed: We believe, however, that we will be able to maintain sufficient controls over the substantive results of our financial reporting throughout this integration process.
In making our assessment of internal control over financial reporting, management has used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in the 2013 Internal Control—Integrated Framework .
19 unchanged sentences
We believe that our audit provides a reasonable basis for our opinion.
−Removed: Our audit of, and opinion on, the Company’s internal control over financial reporting does not include the internal control over financial reporting of BasX, Inc., a wholly-owned subsidiary, whose financial statements reflect total assets and revenues constituting 32 and 1 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.
−Removed: As indicated in Management’s Report, BasX, Inc.
−Removed: (formerly BasX, LLC) was acquired during 2021.
−Removed: Management’s assertion on the effectiveness of the Company’s internal control over financial reporting excluded internal control over financial reporting of BasX, Inc.
Definition and limitations of internal control over financial reporting
38 unchanged sentences
(4.1) Amended and Restated Loan Agreement (dated November 24, 2021) and related documents (iii)
+Added: (4.2) First Amendment to the Amended and Restated Loan Agreement (dated May 27, 2022) and related documents (viii)
Description of Securities
11 unchanged sentences
Section 1350 Certification – CFO
−Removed: Membership Interest Purchase Agreement - Acquisition of BasX, LCC (dated November 18, 2021)
+Added: Membership Interest Purchase Agreement - Acquisition of BASX, LLC (dated November 18, 2021) (vii)
(101) (INS) Inline XBRL Instance Document
12 unchanged sentences
333-241538 dated August 6, 2020.
−Removed: (v) Incorporated by reference to exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 1991, and to our Form S-8 Registration Statement No.
+Added: (v) Incorporated herein by reference to exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 1991, and to our Form S-8 Registration Statement No.
(vi) Incorporated herein by reference to our Form S-8 Registration Statement No.
333-151915, Form S-8 Registration Statement No.
+Added: (vii) Incorporated herein by reference to exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
+Added: (viii) Incorporated herein by reference to the exhibits to our Form 8-K dated May 27, 2022.
Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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February 27, 2023 /s/ Norman H.
−Removed: Executive Chairman and Director
February 27, 2023 /s/ Angela E.
−Removed: February 28, 2022 /s/ Paul K.
February 27, 2023 /s/ Caron A.
5 unchanged sentences
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.