What changed in this filing

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Item 4. Controls and Procedures

2022-05-05 compared with 2021-11-04 · 12 added, 156 removed, 21 unchanged (89% of the section changed)

10 unchanged sentences

financial officer

have concluded that, as of the end of the period covered by this Report, our disclosure

controls and procedures (as defined in Rule

13a-15(e) under the Exchange Act) were not effective

as of September 30, 2021 because of the material weaknesses in our internal

control over financial reporting, as described below.

As previously disclosed in “Item 9A.

Controls and Procedures.” in the Company’s

2020 Form 10-K, through the process of

evaluating risks and corresponding changes to the design of existing or the

implementation of new controls in light of the significant

non-recurring transactions that occurred during 2019, including the Combination,

the Company identified certain deficiencies in its

application of the principles associated with the

Committee of Sponsoring Organization of

the Treadway Commission

Control – Integrated Framework (2013)

that management has concluded in the aggregate constitute a material weakness.

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 annual or interim financial statements will not

be prevented or detected on a timely basis.

design and maintain effective controls in response to the risks of material

misstatement.

Specifically, changes to existing

controls or the implementation of new controls were not sufficient

to respond to changes to the risks of material misstatement in

financial reporting as a result of becoming a larger,

more complex global organization due to the Combination.

This material

weakness also contributed to an additional material weakness as we did not design

and maintain effective controls over the review of

pricing, quantity and customer data to verify that revenue recognized was complete

and accurate.

These material weaknesses did not

result in material misstatements to the interim or annual consolidated financial

However, these material weaknesses could

result in misstatements to our account balances and disclosures that could

result in a material misstatement to the interim or annual

consolidated financial statements that would not be prevented or detected.

Notwithstanding these material weaknesses, the Company has concluded

that the unaudited condensed consolidated financial

statements included in this Report present fairly,

in all material respects, the financial position of the Company as of September 30,

2021 and December 31, 2020, and that the results of its operations and its cash flows

and changes in equity for both the three and nine

month periods ended September 30, 2021 and 2020, are in conformity with

accounting principles generally accepted in the United

States of America.

Progress on Remediation

of Material Weaknesses

The Company and its Board of Directors, including the Audit Committee of the Board

of Directors, are committed to maintaining

a strong internal control environment.

Since identifying the material weaknesses, the Company has dedicated

a significant amount of

time and resources to remediate all of the previously identified material weaknesses as quickly

and effectively as possible.

2020 and into 2021, the Company dedicated multiple internal resources and

supplemented those internal resources with various third-

party specialists to assist with the formalization of a robust and detailed

remediation plan.

In undertaking remediation activities, the

Company has hired additional personnel dedicated to financial and information

technology compliance to further supplement its

internal resources.

In addition, the Company has established a global network of personnel to assist local management

understanding control performance and documentation requirements.

In order to sustain this network, the Company conducts periodic

trainings and hosts discussions to address questions on a current basis.

However, the impact of COVID-19,

including travel

restrictions and remote work arrangements required the Company

to adapt and make changes to its internal controls integration plans

as well as its remediation plans, and has presented and is expected to continue

to present challenges with regards to the timing of the

Company’s remediation

and integration plan activities.

Despite the challenges brought on by COVID-19 and driven by the

Company’s priority of creating a

long-term sustainable control

structure to ensure stability for a company that has more than doubled in

size since August 2019, the Company continues to make

substantial strides towards remediating the underlying causes of the

previously disclosed material weaknesses in our risk assessment

process and within our revenue process, as further discussed below.

Risk Assessment –

We previously determined

that our risk assessment process was not designed adequately to respond

to the risks of material misstatement to financial reporting.

In order to remediate this material weakness, we have designed and

implemented an improved risk assessment process, including identifying

and assessing those risks attendant to the significant changes

within the Company as a result of becoming a larger,

more complex global organization due to the Combination.

During 2020, a full

review was performed of our processes and controls across significant

locations in order to identify and address potential design gaps.

In addition to individual transactional-level control enhancements, this review

resulted in (i) an enhanced financial statement risk

assessment, (ii) the standardization of existing legal entity and newly

implemented segment quarterly analytics and quarterly closing

packages completed by key financial reporting personnel, (iii) a global

account reconciliation review program and (iv) enhancements

to our quarterly identification and reassessment of new and existing business

and information technology risks that could affect our

financial reporting.

Monitoring is also performed through our enhanced quarterly controls certification

process, whereby changes in

business or information technology processes or control owners are identified

and addressed timely.

Although we have implemented

and tested the additional controls as noted in our remediation plan and found them

to be effective, this material weakness will not be

considered remediated due to the Revenue – Price and Quantity material weakness,

discussed below.

Once the Revenue – Price and

Quantity material weakness is remediated, we expect the Risk Assessment material

weakness will also be remediated.

Revenue – Price and Quantity –

We previously determined

that we did not design and maintain effective controls over the review

of pricing, quantity and customer data to verify that revenue recognized

was complete and accurate.

In order to remediate this

material weakness, the Company made significant progress in its redesign

of certain aspects of its revenue process and related

The Company has identified and agreed upon design enhancements and requirements for

each revenue sub-process.

design includes enhancements to entity-level and transactional-level

manual controls as well as IT general and application controls.

During the third quarter of 2021 and through the date of this Form 10-Q filing

for the period ended September 30, 2021, the Company

has implemented these design changes.

While the Company believes that the enhancements to these entity-level, transactional

general and application controls will sufficiently address the material

weakness previously identified, because the additional controls

have not been fully tested, this material weakness is not yet remediated.

The existing material weakness will not be considered

remediated until the applicable remedial controls have been operat

ing for a sufficient period of time and management has concluded,

through testing, that the controls are operating effectively.

Given the significant resources the Company has dedicated to remediation

of its material weaknesses, the Company is committed

to remediation and expects that in 2021 it will successfully remediate its price

and quantity and its risk assessment material

have concluded that, as of March 31, 2022, the end of the period covered by

this Report, our disclosure controls and procedures (as

defined in Rule 13a-15(e) under the Exchange Act) were effective.

Changes in internal control over financial reporting.

5 unchanged sentences

over financial reporting occurred during the

quarter ended September 30, 2021 that have materially affected,

or are reasonably likely to materially affect, our internal

control over financial reporting.

Based on that evaluation, as described above, there were changes that have materially

affected, or are reasonably likely to materially affect,

our internal control over financial reporting during the quarter ended

September 30, 2021.

quarter ended March 31, 2022 that have materially affected, or

are reasonably likely to materially affect, our internal control

over financial reporting.

Based on that evaluation, there were no changes that have materially affected,

or are reasonably

likely to materially affect, our internal control over financial reporting

during the quarter ended March 31, 2022.

OTHER INFORMATION

1 unchanged sentence

Legal Proceedings.

Incorporated by reference is the information in Note 19 of the Notes to

the Condensed Consolidated Financial Statements in Part

I, Item 1, of this Report.

Incorporated by reference is the information in Note 18 of the Notes to the

Consolidated Financial Statements in Part I, Item 1, of

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.

What changed 10-Q

Item 4. Controls and Procedures