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In accordance with Rule 13a-15(b) of the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures.
−Removed: Based on that evaluation, and due to the previously identified material weakness in our internal controls over financial reporting that is described below, which is still being remediated, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of September 30, 2023.
−Removed: As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 1, 2023, we identified a material weakness in our internal controls over financial reporting for the year ended December 31, 2022 due to Diamond.
−Removed: Diamond, which was privately owned prior to our acquisition in August 2021 and, accordingly, not a reporting company under the Exchange Act, did not adequately identify, design and implement the process-level controls for its significant processes that are necessary for compliance with the requirements for reporting companies pursuant to the Exchange Act and did not have appropriate information technology controls for its information technology systems or such controls did not operate for a sufficient period of time prior to the assessment date.
−Removed: These deficiencies neither pertained to, nor impacted, any of the processes, controls or procedures related to the historical business of the Company outside of Diamond.
−Removed: Additionally, the material weakness did not result in any identified misstatements to our financial statements, and there were no changes to previously released financial results.
+Added: Based on that evaluation, and due to the previously identified material weakness in our internal controls over financial reporting that is described below, which is still being remediated, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2024.
+Added: As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 29, 2024, we identified a material weakness in our internal controls over financial reporting for the year ended December 31, 2023, related to ineffectively designed general information technology controls over user access for an IT application used to initiate revenue and inventory transactions.
+Added: As a result, process-level automated controls and manual controls that are dependent on the completeness and accuracy of information derived from the affected IT application were also ineffective.
+Added: There were no identified material misstatements to our current year financial statements, no restatements of prior period financial statements and no changes in previously released financial results required as a result of the control deficiencies.
Notwithstanding the previously identified material weakness, which continues to be remediated, management, including our Chief Executive Officer and Chief Financial Officer, believes the unaudited condensed consolidated financial statements in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S.
Ongoing Remediation Efforts to Address the Previously Identified Material Weakness
−Removed: Management continues to improve the internal controls over financial reporting at Diamond.
−Removed: The remediation measures to correct the previously identified material weakness include enhancing the design of existing controls, implementing new controls to address identified risks, implementing enhancements to information technology systems, and providing additional training to personnel to ensure the appropriate level of documentation is maintained to support internal controls over financial reporting.
+Added: Management continues to execute its previously disclosed remediation plan that includes a comprehensive review of user access and levels across all software platforms, updating software as appropriate, updating and confirming appropriate user access levels, enhancing and revising the design of existing information technology controls and procedures, and adding additional controls and processes, as necessary to support internal controls over financial reporting .
The previously identified material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
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Changes in Internal Controls Over Financial Reporting
−Removed: Other than with respect to the remediation efforts described above in connection with the previously identified material weakness, there were no changes in our internal controls over financial reporting during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
+Added: On January 17, 2024, we completed the Bluegreen Acquisition which was accounted for as a business combination.
+Added: We are currently in the process of assessing Bluegreen’s internal controls over financial reporting and integrating Bluegreen with our existing internal controls over financial reporting.
+Added: Other than with respect to the
+Added: Table of Contents .
+Added: remediation efforts described above in connection with the previously identified material weakness, there were no other changes in our internal controls over financial reporting during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II OTHER INFORMATION
−Removed: Legal Proceedings
−Removed: Information with respect to this item may be found in Note 17:
−Removed: Commitments and Contingencies , to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
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.