Controls and Procedures
−Removed: (a) Evaluation of Disclosure Controls and Procedures
−Removed: Our management, with the participation of our principal executive and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, prior to filing this Quarterly Report.
−Removed: Based on this evaluation, our principal executive and principal financial officer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were not effective because of the material weaknesses in internal control over financial reporting described below.
−Removed: (b) Material Weaknesses
−Removed: As previously described in Part II, Item 9A of the Annual Report on Form 10-K for the fiscal year ended December 31, 2023, we identified a material weaknesses in our internal controls over financial reporting related to (i) the lack of appropriate segregation of duties within the accounting and finance groups and (ii) the ineffective design, implementation, and operation of controls relevant to the financial reporting process, specifically related to the documentation of the review of controls.
−Removed: In addition, during the current quarter ended September 30, 2024 we identified a material weakness associated with the calculation and review of noncontrolling interest as a result of the immaterial misstatement identified and corrected in the current quarter, as described in Note P to our financial statements.
−Removed: A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: (c) Remediation Plan
−Removed: Our remediation efforts are ongoing and we continue our initiatives to implement and document policies, procedures, and internal controls.
−Removed: Remediation of the identified material weaknesses and strengthening our internal control environment will require substantial effort throughout 2024 and beyond.
−Removed: While we believe the steps taken to date and those planned for implementation will improve our internal controls over financial reporting, we have not completed all remediation efforts.
−Removed: The planned remediation activities highlight our commitment to remediating our identified material weaknesses and remain largely unchanged through the date of filing this Quarterly Report.
−Removed: The following remedial actions have been identified and initiated as of September 30, 2024:
−Removed: We hired a Chief Financial Officer who has experience in remediating material weaknesses in internal controls and enhancing control environments.
−Removed: We will continue to train accounting resources to ensure they have the requisite levels of expertise.
−Removed: We will enhance our processes and controls related to the calculation of noncontrolling interest and allocation of equity between noncontrolling interest and equity
−Removed: We will reallocate responsibilities across the finance organization to allow for the appropriate segregation of duties to be applied.
−Removed: We will re-evaluate the permissions of user roles within our accounting system in order to establish more appropriate segregation of duties.
−Removed: We will continue to enhance our internal control documentation for key controls to ensure the appropriate assignment of preparers and reviewers and the establishment of policies and procedures that would require control performers to document the execution of controls with the appropriate level of precision and supporting evidence.
−Removed: As we continue to evaluate our internal control over financial reporting, we may determine that additional or different measures to address control deficiencies or modifications to our remediation plan are necessary.
−Removed: The material weaknesses cannot be considered remediated until the applicable controls are fully implemented, have operated for a sufficient period of time and management has concluded that these controls are operating effectively through testing.
−Removed: (d) Changes in Internal Control over Financial Reporting
−Removed: Except for the changes related to our remediation efforts described above, there was no change in our internal control over financial reporting that occurred during the third quarter of 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Evaluation of Disclosure Controls and Procedures
+Added: Our management, with the participation of our principal executive and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to filing this Quarterly Report.
+Added: Based on this evaluation, our principal executive and principal financial officer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.
+Added: Changes in Internal Control
+Added: There was no change in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(e) and 15d-15(e) of the Exchange Act during the period covered by this Quarterly Report, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II 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.