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Our management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), has evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report.
−Removed: Based on this evaluation, our management, including our CEO and our CFO, has concluded that, due to the material weakness described below, our disclosure controls and procedures were not effective as of March 31, 2024 at a reasonable assurance level.
+Added: Based on this evaluation, our management, including our CEO and our CFO, has concluded that, due to the material weakness described below, our disclosure controls and procedures were not effective as of June 30, 2024 at a reasonable assurance level.
A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the control system are met.
Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within an organization have been detected.
−Removed: Notwithstanding the material weakness in our internal control over financial reporting described below, our management believes that the unaudited condensed consolidated financial statements and related financial information included in this Quarterly Report for the three months ended March 31, 2024 fairly present in all material respects our financial condition, results of operations and cash flows as of the dates presented, and for the periods ended on such dates, in conformity with accounting principles generally accepted in the United States of America.
+Added: Notwithstanding the material weakness in our internal control over financial reporting described below, our management believes that the unaudited condensed consolidated financial statements and related financial information included in this Quarterly Report for the six months ended June 30, 2024 fairly present in all material respects our financial condition, results of operations and cash flows as of the dates presented, and for the periods ended on such dates, in conformity with accounting principles generally accepted in the United States of America.
Previously Reported Material Weaknesses
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These steps are subject to ongoing management review, as well as oversight by the audit committee of our board of directors.
−Removed: Additional or modified measures may also be required to remediate the material weaknesses.
−Removed: We will not be able to conclude that we have completely remediated the material weaknesses until the applicable controls are fully implemented and have operated for a sufficient period of time and management has concluded, through formal testing, that the remediated controls are operating effectively.
−Removed: We will continue to monitor the design and effectiveness of these and other processes, procedures, and controls and make any further changes management deems appropriate.
+Added: Status of Remediation Efforts
+Added: Management has implemented measures designed to remediate the material weakness in fiscal year 2024.
+Added: The remedial measures implemented include but are not limited to:
+Added: • Implementation of a software solution to identify and facilitate review of changes made to our Enterprise Resource Planning (“ERP”) system via newly designed detective controls to supplement our existing preventative controls.
+Added: • Implementation of a tool to better monitor access via a secure gateway to our operating systems, as well as better management of credentials across all financially impactful applications and the underlying infrastructure managed internally.
+Added: • Enhancement of our user access review procedures to increase precision.
+Added: • Reduction of elevated access within our ERP system.
+Added: • Redesign and implementation of ITGCs and deployment of additional trainings to further mature the overall control environment.
+Added: We have substantially implemented the remedial measures described above relating to the control deficiencies associated with the previously identified material weakness within the IT function.
+Added: We believe that upon completion of such measures, we will have strengthened our ITGCs to address and successfully remediate the identified material weakness.
+Added: However, the material weakness will not be considered remediated until the applicable remediated controls are fully implemented and have operated for a sufficient period of time and management has concluded, through formal testing, that these controls are operating effectively.
+Added: We expect to continue to assess their operating effectiveness throughout fiscal 2024.
Changes in Internal Control over Financial Reporting
−Removed: Other than the ongoing remediation efforts described above, there were no changes in our internal control over financial reporting during the three months ended March 31, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Other than the ongoing remediation efforts described above, there were no changes in our internal control over financial reporting during the six months ended June 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER 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.