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Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
−Removed: Under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2022.
−Removed: Based upon their evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of September 30, 2022, our disclosure controls and procedures were not effective because of the material weaknesses in our internal control over financial reporting described in Item 9A of Part II of our Annual Report on Form 10-K for the year ended December 31, 2021, which have not yet been remediated as of September 30, 2022.
+Added: Under the supervision and with the participation of management, including our Chief Executive Officer and our Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2023.
+Added: Based upon their evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, as of March 31, 2023, our disclosure controls and procedures were not effective because of the material weaknesses in our internal control over financial reporting described in Item 9A of Part II of our Annual Report on Form 10-K for the year ended December 31, 2022, which have not yet been remediated as of March 31, 2023.
Material Weaknesses Remediation Plan and Stat us
As previously described in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2021, we began implementing a remediation plan to address the material weaknesses identified in the prior year, and our management continues to be actively engaged in the remediation efforts.
−Removed: To remediate the identified material weaknesses, we are continuing to take the following remediation actions:
+Added: As previously disclosed, in 2020, we began a multi-year implementation of a new ERP system, which will replace our existing core financial systems, and which we expect will be completed in 2023.
+Added: Management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures, based upon which, management expects to focus its allocation of organizational resources to ensure the successful implementation of the new ERP system, including as it relates to designing and implementing effective control activities.
+Added: Conversely, management expects limited efforts related to re-designing user access roles and permissions in the legacy ERP system in 2023.
+Added: Based on these considerations, and subject to management’s ongoing assessment, we do not expect that the previously reported material weaknesses related to ineffective
+Added: user access controls will be considered remediated until we complete the implementation of our new ERP system.
+Added: Additionally, to remediate the identified material weaknesses, we are continuing to take the following remediation actions:
• implement enhancements to company-wide risk assessment processes and to process and control documentation;
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Changes in Internal Control Over Financial Reporting
−Removed: In 2020 we began a multi-year implementation of a new ERP system, which will replace our existing core financial systems.
+Added: As discussed above, in 2020 we began a multi-year implementation of a new ERP system which will fully replace our legacy financial systems in 2023.
The ERP system is designed to accurately maintain the Company’s financial records, enhance the flow of financial information, improve data management and provide timely information to our management team.
−Removed: We completed the implementation for certain subsidiaries during the first quarter of 2022, which included changes to our processes, procedures and internal controls over financial reporting during the first quarter of 2022.
−Removed: As the implementation of the new ERP system progresses for our other subsidiaries, we expect to continue to change certain processes and procedures which, in turn, are expected to result in changes to our internal control over financial reporting.
+Added: As the phased implementation of the new ERP system progresses, we expect to continue to change certain processes and procedures which, in turn, are expected to result in changes to our internal control over financial reporting.
As such changes occur, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.
−Removed: There were no other changes to our internal control over financial reporting that occurred during the quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: There were no other changes to our internal control over financial reporting that occurred during the quarter ended March 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
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For a description of our material pending legal proceedings, see Note 7 of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
−Removed: As of September 30, 2022, there have been no material changes from the risk factors previously disclosed in response to “Part I – Item 1A.
+Added: As of March 31, 2023, there have been no material changes from the risk factors previously disclosed in response to “Part I – Item 1A.
‘Risk Factors’” in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 31, 2023.
+Added: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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.