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Disclosure controls and procedures (as defined in Rules 13a-15(b) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.
−Removed: In connection with the preparation of this report, management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of March 29, 2025.
−Removed: Based on that evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that, as of the quarter ended March 29, 2025, the Company's disclosure controls and procedures were not effective, because of the previously reported material weaknesses in internal control over financial reporting, as described below.
+Added: In connection with the preparation of this report, management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of June 28, 2025.
+Added: Based on that evaluation, the Company's Chief Executive
+Added: Officer and Chief Financial Officer have concluded that, as of the quarter ended June 28, 2025, the Company's disclosure controls and procedures were not effective, because of the previously reported material weaknesses in internal control over financial reporting, as described below.
Previously Reported Material Weaknesses in Internal Control over Financial Reporting
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Ongoing Remediation Efforts to Address Material Weaknesses
−Removed: Our material weaknesses were not remediated as of March 29, 2025.
+Added: Our material weaknesses were not remediated as of June 28, 2025.
Our management team is committed to maintaining a strong internal control environment.
The Company, with oversight from our Audit Committee of the Board of Directors, is taking comprehensive actions to remediate the material weaknesses.
−Removed: The Company has developed and is in the process of implementing its remediation plan, which will include the following steps:
+Added: The Company has developed and is in the process of implementing its remediation plan, which includes the following steps:
Control Environment
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• examination and enhancement of the procedures to evaluate the completeness and accuracy of data and assumptions utilized in computing inventory reserves.
+Added: The Company has made progress with a number of initiatives and actions to address the previously reported material weaknesses, which include the following:
+Added: Control Environment
+Added: • The Company has replaced certain key finance and operational roles at certain non-U.S.
+Added: manufacturing locations, and continues to actively recruit the remaining open roles;
+Added: • The Company is substantially complete with the redesign of the regional operations and finance organizational structures;
+Added: • New corporate policies and procedures have been adopted and disseminated along with training provided to strengthen the control environment and inventory management oversight
+Added: Control Activities
+Added: • Key monitoring controls have been designed and implemented for cycle counts, full physical count, inventory storage locations, and excessive and obsolete inventory calculations;
+Added: • Full physical inventory observations, facilitated by independent counters, have been performed in certain non-U.S.
+Added: locations in the second quarter of 2025 and will continue for the remainder of fiscal year 2025.
We intend to remediate the material weaknesses as soon as possible;
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Changes in Internal Control over Financial Reporting
−Removed: Other than the ongoing remediation efforts described above, there were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(f) and 15d-15(f) under the Exchange
−Removed: Act that occurred during the quarter ended March 29, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
+Added: Other than the ongoing remediation efforts described above, there were no changes in the Company's internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(f) and 15d-15(f) under the Exchange Act that occurred during the quarter ended June 28, 2025 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II – OTHER INFORMATION
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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.