What changed in this filing

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Item 4. Controls and Procedures

2021-11-10 compared with 2021-08-11 · 17 added, 15 removed, 23 unchanged (58% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing and evaluating such controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In designing and evaluating such controls and procedures, we recognize any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

As required by Rule 13a-15(b) of the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded our disclosure controls and procedures are not effective at June 30, 2021 due to the material weakness in internal control over financial reporting described below, which was previously disclosed in Item 9A.

“Controls and Procedures” of our Form 10-K for the year ended December 31, 2020.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded our disclosure controls and procedures are not effective at September 30, 2021 due to the material weakness in internal control over financial reporting described below, which was previously disclosed in Item 9A.

“Controls and Procedures”

of our Form 10-K for the year ended December 31, 2020.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility a material misstatement of annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

3 unchanged sentences

internal controls to identify and manage segregation of certain accounting duties;

internal controls over estimated costs of completion on contracts where revenue is recognized over time;

internal controls over estimated costs of completion on contracts where net revenues are recognized over time;

management review controls over projected financial information used in fair value financial models used for purchase accounting and intangible asset valuations.

4 unchanged sentences

development of an Internal Audit team responsible for a detailed work plan to assess and document the adequacy of internal control over financial reporting, continued steps to improve control processes as appropriate, validation through testing that controls are functioning as documented, and implementation of a continuous reporting and improvement process for internal control over financial reporting;

adding new members to our accounting and finance team with the appropriate qualified experience in financial reporting, consolidations, technical accounting, and application of U.S.

engaging a third-party firm to assist us in implementing a global consolidation and planning system;

implementing new controls over revenue recognition for both contracts that are recognized over time and time and material contracts;

identifying and mitigating segregation of duties concerns within various accounting areas;

implementing new controls and changes to our procedures and processes in our financial consolidation and reporting processes.

implementation of a global consolidation and planning system;

addition of members to our accounting and finance team with the appropriate qualified experience in financial reporting, consolidations, technical accounting, and application of U.S.

implementation of new controls over the revenue recognition process;

identification and mitigation of segregation of duties concerns within various accounting areas;

implementation of new controls and enhanced procedures and processes in our financial consolidation and reporting processes.

We plan to continue our efforts to improve, design and implement integrated processes to enhance our internal control over financial reporting, including:

implementing changes to our accounting systems, new controls, procedures and processes in our financial statement close process and , importantly, adding new members to our accounting and finance team with the appropriate qualified experience in financial reporting, consolidations, tax, technical accounting, internal audit and internal controls;

adding further qualified resources to tax, financial planning and analysis, and internal audit teams as we further enhance our internal control structure;

implementing changes to our accounting systems and establishing general information technology controls;

adding further qualified resources to our accounting and finance team with the appropriate qualified experience in financial reporting, consolidations, tax, technical accounting, internal audit and internal controls;

providing training and education programs for financial personnel responsible for the performance of newly implemented processes and controls;

revising and enhancing control procedures for more robust control performance.

Changes in Internal Control Over Financial Reporting

We are executing our plan to remediate the material weaknesses relating to our internal control over financial reporting, as described above.

This plan includes a detailed risk and controls assessment, detailed flowcharts, key process walkthroughs, and documentation, training, and execution of determined key controls.

Except as otherwise described herein, there were no material changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This plan includes a detailed risk and controls assessment, key process walkthroughs, and flowchart documentation, training, and execution and validation of determined key controls.

Except as otherwise described herein, there were no material changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2021 that have, or are reasonably likely to have, materially affected our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls and Procedures

3 unchanged sentences

Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected.

OTHER INFORMATION

OTHE R INFORMATION

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-Q

Item 4. Controls and Procedures