2 unchanged sentences
Evaluation of Disclosure Controls and Procedures
−Removed: As of September 30, 2024, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.
+Added: As of December 31, 2024, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures.
Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report, due to a material weakness identified in the fourth quarter of fiscal year 2024 that has not yet been remediated.
10 unchanged sentences
Remediation Status for Material Weaknesses in Internal Control Over Financial Reporting
−Removed: Beginning during the three months ended June 30, 2024, and continuing into the three months ended September 30, 2024, we implemented our previously-disclosed remediation plans:
+Added: Beginning during the three months ended June 30, 2024, and continuing into the three months ended December 31, 2024, we implemented our previously disclosed remediation plans:
Technical accounting for complex and non-routine transactions - We executed two transactions during the first quarter of our fiscal year 2025, partial repurchases of the Notes and the amendment and modification of our Credit Facility, which met our definition of complex technical accounting matters for which we should obtain technical accounting support from an outside expert.
4 unchanged sentences
Information technology general controls ("ITGCs") - We have not yet remediated the material weakness related to ITGCs.
−Removed: We believe that our existing user access review control over our ERP was not designed to operate at a precise enough level to appropriately identify the user groups tested in certain of our other logical access and change management controls.
+Added: In fiscal year 2024, our risk assessment process was insufficient, and as a result, we did not design user access controls covering our ERP that operate at an adequate level of precision to appropriately identify the user groups tested in certain of our other logical access and change management controls.
Therefore, we have designed a new user access control regarding users of our ERP that will operate at a higher degree of precision compared with our existing user access control and will enhance our review of roles, particularly roles with the ability to add, edit or delete transactions.
Management has modified the reports used as source data to test change management and logical access controls in our enterprise resource planning tool, which we expect will allow us to conclude that the related controls are operating effectively by the end of fiscal year 2025.
−Removed: We have engaged a third party specialist to assist in the remediation of our ITGCs.
+Added: We have engaged a third party specialist to assist in the remediation of the material weakness associated with our ITGCs.
Changes in Internal Control Over Financial Reporting
We acquired GKE during the third quarter of our fiscal year ended March 31, 2024.
−Removed: As such, the scope of our assessment of our internal control over financial reporting does not yet include GKE.
−Removed: This exclusion is in accordance with the Securities and Exchange Commission’s general guidance that an assessment of a recently acquired business may be omitted from our scope for one year from the date of acquisition.
−Removed: GKE GmbH and Sal GmbH will be included in the scope of our assessment of our internal controls over financial reporting, and GKE China will be included for cash, in the third quarter of our fiscal year 2025.
−Removed: The Company's total assets as of September 30, 2024 include $105,000 of assets held by GKE.
−Removed: The Company's consolidated revenues for the three months ended September 30, 2024 include $5,863 from GKE.
−Removed: Other than as discussed above, during the three months ended September 30, 2024 there were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
+Added: As such, GKE's control environment and processes are included in the scope of our assessment of our internal controls over financial reporting beginning in the third quarter of our fiscal year 2025.
+Added: Other than as discussed above, during the three months ended December 31, 2024 there were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Other Information
3 unchanged sentences
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.