2 unchanged sentences
The Company’s management, with the participation of the Company’s chief executive officer and chief financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.
−Removed: Based on their evaluation, the Company’s chief executive officer and chief financial officer have concluded that, because of the material weaknesses in internal control over financial reporting disclosed below, as of October 31, 2022, the Company’s disclosure controls and procedures were not effective at a reasonable assurance level.
+Added: Based on their evaluation, the Company’s chief executive officer and chief financial officer have concluded that, because of the material weaknesses in internal control over financial reporting disclosed below, as of January 31, 2023, the Company’s disclosure controls and procedures were not effective at a reasonable assurance level.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.
7 unchanged sentences
In making this assessment, management used the criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: Based on this evaluation, the Company’s management initially concluded and disclosed in the Form 10-K that the Company’s internal control over financial reporting was effective as of April 30, 2022.
+Added: Based on this evaluation, the Company’s management initially concluded and disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2022, filed on July 14, 2022 with the SEC (the “Form 10-K”) that the Company’s internal control over financial reporting was effective as of April 30, 2022.
However, for the reasons discussed below, management conducted a re-assessment of the effectiveness of the Company’s internal control over financial reporting.
In conducting its re-assessment of the effectiveness of the Company’s internal control over financial reporting, management concluded that the Company’s internal control over financial reporting was not effective as of April 30, 2022, because of the material weaknesses in internal control over financial reporting discussed below.
−Removed: As disclosed in the Current Report on Form 8-K filed on December 16, 2022, in the course of preparing the unaudited condensed consolidated financial statements for the second quarter of fiscal 2023, ended October 31, 2022, the Company identified errors related to the calculations and presentation of contract assets and contract liabilities in the Form 10-K.
+Added: As disclosed in the Company’s Current Report on Form 8-K filed on December 16, 2022, in the course of preparing the unaudited condensed consolidated financial statements for the fiscal quarter ended October 31, 2022, the Company identified errors related to the calculations and presentation of contract assets and contract liabilities in the Form 10-K.
Following the identification of these prior errors, management re-evaluated the Company’s internal control over financial reporting as of April 30, 2022 and identified material weaknesses in the following areas:
8 unchanged sentences
As a result, management has concluded that the Company did not have an adequate control in place for identifying and assessing financial statement errors and thus a material weakness was identified.
−Removed: As disclosed in the Current Report on Form 8-K filed on December 16, 2022, by the Company, on December 14, 2022, the Company concluded that the items noted above constituted material weaknesses in the Company’s internal control over financial reporting as of April 30, 2022 and continued to exist as of July 31, 2022.
+Added: As disclosed in the Current Report on Form 8-K filed on December 16, 2022, by the Company, on December 14, 2022, the Company concluded that the items noted above constituted material weaknesses in the Company’s internal control over financial reporting as of April 30, 2022 and continued to exist as of January 31, 2023.
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 the annual or interim financial statements will not be prevented or detected on a timely basis.
1 unchanged sentence
Remediation Plan
−Removed: To remediate the material weaknesses described above, the Company plans to pursue the following remediation steps:
+Added: To remediate the material weaknesses described above, the Company is pursuing the following remediation steps:
Review and update, as necessary, the design and documentation of its internal control policies and procedures with respect to its internal control over financial reporting.
8 unchanged sentences
The Company is in the process of implementing certain changes in its internal control over financial reporting to remediate the material weaknesses described above.
−Removed: The implementation of the material aspects of this plan began in the third quarter of fiscal 2023.
−Removed: As a result, there has been no change in the Company’s internal control over financial reporting during the second quarter of fiscal 2023, ended October 31, 2022, that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
+Added: Other than the implementation of the remediation plan discussed above, which began in the fiscal quarter ended January 31, 2023, there has been no change in the Company’s internal control over financial reporting during the fiscal quarter ended January 31, 2023, that has materially affected, or is reasonably likely to materially affect, its 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.