3 unchanged sentences
Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.
−Removed: Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were not effective as of November 24, 2024, due to the material weaknesses in internal control over financial reporting that were disclosed in the 2024 Annual Report.
−Removed: The Company is in the process of determining a plan for the remediation of the material weaknesses in internal control over financial reporting.
+Added: Based upon the evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were not effective as of February 23, 2025, due to the material weaknesses in internal control over financial reporting that were disclosed in the 2024 Annual Report.
+Added: The Company has begun executing a plan for the remediation of the material weaknesses in internal control over financial reporting.
Management’s plan for remediation of the material weaknesses
2 unchanged sentences
Steps taken by management to date include the following:
−Removed: • Engaged a third-party consultant to assist with remediation efforts, including enhancing our risk assessment, evaluating gaps in current processes and controls, and developing a remediation plan.
−Removed: • We have committed to adding a sufficient number of qualified personnel within our accounting and finance team with the appropriate qualified experience in financial reporting, consolidations, technical accounting, and application of U.S.
−Removed: In addition to the above efforts undertaken, the Company plans to initiate the following steps intended to remediate the material weaknesses described above and strengthen its internal control over financial reporting:
−Removed: • Performing an updated risk assessment responsive to changes in the business and establishing processes to update timely for future changes.
−Removed: • Implementing new and enhanced controls and procedures responsive to our risk assessment at an appropriate level of precision related to management review and the completeness of controls required to support the financial reporting framework.
−Removed: • Conducting broad-based training over the application of the 2013 COSO Framework for key process owners and control operators.
−Removed: • Implementing a Section 302 sub-certification program by business leadership and process owners to reinforce the Company’s culture of compliance.
−Removed: • Evaluating accounting policies and procedures by performing a detailed review of the Company’s policies against GAAP and SEC reporting checklists.
−Removed: • Establishing and implementing a SOX Steering Committee.
−Removed: • Implementing a process to identify and maintain the information required to support the functioning of internal controls over financial reporting.
−Removed: • Enhancing reviews of non-recurring transactions, including preparing technical accounting memos and consulting with subject matter experts, as needed.
−Removed: • Expanding the Internal Audit function to perform timely assessment of design and operating effectiveness of controls and evaluation of remediation of control deficiencies.
+Added: • We have expanded the internal audit function by engaging a third-party consultant to assist with remediation efforts, including enhancing our risk assessment, evaluating gaps in current processes and controls, and developing a remediation plan;
+Added: • We have added qualified personnel to our accounting and finance team with the appropriate qualified experience in financial reporting, consolidations, technical accounting, and application of U.S.
+Added: • We have selected a new enterprise planning resource ("ERP") solution and are designing new business processes and systems of control to support the remediation.
+Added: The Company plans the following additional steps to remediate the material weaknesses described above and strengthen its internal control over financial reporting include the following:
+Added: • Complete implementation and testing of the Company's control environment and risk assessment procedures during the fourth quarter of fiscal 2025;
+Added: • Complete the design and implementation of the ERP in the second half of fiscal year 2026;
+Added: • Test and subsequently monitor the design and operating effectiveness of internal controls over financial reporting immediately following the implementation of the ERP.
The material weaknesses will not be considered remediated until management designs and implements effective controls that operate for a sufficient period of time and management has concluded, through testing, that these controls are effective.
1 unchanged sentence
Changes in internal control over financial reporting
−Removed: Except for the remediation planning efforts described above, there have been no changes in our system of internal control over financial reporting during the three months ended November 24, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Except for the remediation planning efforts described above, there have been no changes in our system of internal control over financial reporting during the three months ended February 23, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
1 unchanged sentence
In the ordinary course of business, the Company is involved in various legal proceedings and claims.
−Removed: For further discussion, see the disclosures contained in Note 1 – Organization, Basis of Presentation, and Summary of Significant Accounting Policies - Legal Contingencies, which are incorporated herein by reference.
+Added: For further discussion, see the disclosures contained in note 9 to the condensed consolidated financial statements in this 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.