4 unchanged sentences
and 15d-15(e)
−Removed: under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
+Added: under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
−Removed: Based on the evaluation of our disclosure controls and procedures as of December 31, 2020, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
+Added: Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
+Added: Based on the evaluation of our disclosure controls and procedures as of December 31, 2021, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective due to the material weaknesses described below.
Internal Control over Financial Reporting
5 unchanged sentences
In making this assessment, management used the criteria described in Internal Control—Integrated Framework
−Removed: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) .
−Removed: Based on this assessment, our management has concluded that as of December 31, 2020, our internal control over financial reporting is effective, based on the specified criteria.
+Added: (2013) issued by the Committee of Sponsoring Organizations of the Treadway
+Added: Commission (COSO) .
+Added: Based on this assessment, our management has concluded that as of December 31, 2021, our internal control over financial reporting was not effective due to the material weaknesses described below.
+Added: A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.
+Added: We have identified deficiencies in control over certain information technology (IT) general controls for revenue-related systems that are relevant to the preparation of our financial statements that constitute material weaknesses.
+Added: Specifically, we did not design and maintain:
+Added: User access controls to ensure appropriate segregation of duties and that adequately restrict user and privileged access to certain financial applications, programs, and data to appropriate company personnel;
+Added: Program change management controls for certain financial applications to ensure that IT program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately;
+Added: Controls over the completeness and accuracy of data relevant to certain automated revenue calculations.
+Added: These material weaknesses did not result in a misstatement to the financial statements.
+Added: However, the material weaknesses could impact the effectiveness of segregation of duties controls, as well as the effectiveness of IT-dependent
+Added: controls that could result in misstatements impacting revenue-related financial statement accounts and disclosures that would result in a material misstatement of the annual or interim consolidated financial statements that would not be prevented or detected.
+Added: Notwithstanding our management’s conclusion that our internal control over financial reporting was not effective as of December 31, 2021 due to these material weaknesses, our management believes that our consolidated financial statements included in this Annual Report on Form 10-K present
+Added: fairly, in all material respects, our financial position and results of operations and cash flows as of each of the dates, and for each of the periods, presented therein in accordance with generally accepted accounting principles in the United States of America.
As permitted by the U.S.
−Removed: Securities and Exchange Commission staff guidance, we have excluded Crosspointe Insurance & Financial Services, LLC (“Crosspointe”) from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2020, because it was acquired in a purchase business combination during 2020.
−Removed: The total assets and revenue of Crosspointe, a wholly-owned subsidiary, represent 2% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2020.
+Added: Securities and Exchange Commission staff guidance, we have excluded Policy Fuel, LLC and its affiliated entities (“PolicyFuel”) from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2021, because it was acquired in a purchase business combination during 2021.
+Added: The total assets and revenue of PolicyFuel, a wholly-owned subsidiary, represent 5% and 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.
The effectiveness of our internal control over financial reporting as of December 31, 2021, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.
+Added: Remediation Plan
+Added: We and our board of directors are committed to maintaining a strong internal control environment.
+Added: Management, with the oversight of the audit committee of our board of directors, has evaluated the material weaknesses described above and designed a remediation plan to address the material weaknesses and enhance our internal control environment.
+Added: The remediation plan is being implemented and includes a robust risk assessment process coupled with additional controls and procedures.
+Added: Management is committed to successfully implementing the remediation plan as promptly as possible.
Changes in Internal Control Over Financial Reporting
3 unchanged sentences
OTHER INFORMATION
+Added: DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
+Added: Not applicable.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
59 unchanged sentences
001-38549) filed with the SEC on May 8, 2020)
+Added: Form of Restricted Stock Unit Agreement under 2018 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-38549) filed with the SEC on February 15, 2022)
+Added: Securities Purchase Agreement, dated February 22, 2022, by and between EverQuote, Inc, and Recognition Capital, LLC (incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-38549) filed with the SEC on February 23, 2022)
Subsidiaries of the Registrant
20 unchanged sentences
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
+Added: February 25, 2022
EVERQUOTE, INC.
−Removed: March 1, 2021
/s/ Jayme Mendal
3 unchanged sentences
Chief Executive Officer and President and Director (Principal Executive Officer)
−Removed: March 1, 2021
+Added: February 25, 2022
/s/ John Wagner
Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
−Removed: March 1, 2021
+Added: February 25, 2022
/s/ David Blundin
1 unchanged sentence
Chairman of the Board of Directors
−Removed: March 1, 2021
+Added: February 25, 2022
/s/ Darryl Auguste
Darryl Auguste
−Removed: March 1, 2021
+Added: February 25, 2022
/s/ Sanju Bansal
−Removed: March 1, 2021
+Added: February 25, 2022
/s/ Paul Deninger
Paul Deninger
−Removed: March 1, 2021
+Added: February 25, 2022
/s/ John Lunny
−Removed: March 1, 2021
+Added: February 25, 2022
/s/ George Neble
−Removed: March 1, 2021
+Added: February 25, 2022
/s/ John Shields
−Removed: March 1, 2021
+Added: February 25, 2022
/s/ Mira Wilczek
−Removed: March 1, 2021
+Added: February 25, 2022
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.