1 unchanged sentence
Evaluation of disclosure controls and procedures
−Removed: As required by Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q.
−Removed: 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 February 23, 2025, due to the material weaknesses in internal control over financial reporting that were disclosed in the 2024 Annual Report.
−Removed: The Company has begun executing a plan for the remediation of the material weaknesses in internal control over financial reporting.
−Removed: Management’s plan for remediation of the material weaknesses
−Removed: Management, with the oversight of the Audit Committee, is committed to remediating the control deficiencies.
−Removed: The remediation efforts are intended to both address the identified material weaknesses and to enhance our overall control environment.
−Removed: Steps taken by management to date include the following:
−Removed: • 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;
−Removed: • 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.
−Removed: • We have selected a new enterprise planning resource ("ERP") solution and are designing new business processes and systems of control to support the remediation.
−Removed: 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:
−Removed: • Complete implementation and testing of the Company's control environment and risk assessment procedures during the fourth quarter of fiscal 2025;
−Removed: • Complete the design and implementation of the ERP in the second half of fiscal year 2026;
−Removed: • Test and subsequently monitor the design and operating effectiveness of internal controls over financial reporting immediately following the implementation of the ERP.
−Removed: 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.
−Removed: As we continue to evaluate operating effectiveness and monitor improvements to our internal control over financial reporting, we may take additional measures to address control deficiencies or modify the remediation plan described above.
+Added: As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-Q.
+Added: Based upon such evaluation, our principal executive officer and principal financial officer concluded that, due to material weaknesses in our internal control over financial reporting as described in the “Management’s Report on Internal Control over Financial Reporting,” our disclosure controls and procedures were not effective as of September 30, 2025, due to the material weaknesses in internal control over financial reporting that were disclosed in the 2025 Annual Report.
+Added: The Company continues to execute on its remediation plan to address the material weaknesses in internal control over financial reporting.
+Added: Management’s plan for remediation of material weaknesses in internal control over financial reporting
+Added: Management, with the oversight of the Audit Committee, remains committed to remediating the identified control deficiencies identified in prior periods.
+Added: The remediation efforts are designed to address the remaining material weaknesses and enhance the overall internal control environment.
+Added: Progress to date includes:
+Added: • Continued execution of the remediation plan adopted in prior fiscal years, narrowing the scope of material weaknesses to three COSO components;
+Added: Information and Communication, Control Activities, and Monitoring.
+Added: • Advancing the design of new business processes and systems of control in preparation for a comprehensive ERP implementation.
+Added: Planned remediation activities include:
+Added: • Implementing a new ERP system, targeted for the first quarter of calendar year 2026, which is expected to improve the reliability and consistency of financial data and reporting.
+Added: • Testing and monitoring the design and operating effectiveness of internal controls over financial reporting following the ERP implementation.
+Added: • Continuing to evaluate and enhance the design of controls to ensure the completeness and accuracy of information used in financial reporting.
+Added: The material weakness will not be considered remediated until management has designed and implemented effective controls that have operated for a sufficient period of time, and has concluded, through testing, that these controls are effective.
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 February 23, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: Except for the remediation efforts described above, there have been no changes in our system of internal control over financial reporting during the three months ended September 30, 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 9 to the condensed consolidated financial statements in this Form 10-Q.
+Added: For further discussion, see the disclosures contained in note 8 to the 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.