Controls and Procedures
−Removed: The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
+Added: The Company maintains disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as
+Added: amended (the “Exchange Act”), is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating such controls and procedures, the Company recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
As required by Rule 13a-15(b) of the Exchange Act, the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report.
−Removed: Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2021.
−Removed: Remediation of Previously-Reported Material Weakness
−Removed: In our Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 and in Management’s Annual Report on Internal Control over Financial Reporting in Item 9A., Controls and Procedures, of our Annual Reports on Form 10-K for the years ended December 31, 2020 and 2019, we reported a material weakness in our internal control over financial reporting, in that the Company did not design and maintain effective controls over the accounting for certain aspects of income taxes.
−Removed: Specifically, the Company did not design and maintain controls related to the completeness and accuracy of accounting for state income tax and over the accuracy of determining uncertain tax positions, including but not limited to verifying the accrued interest associated with uncertain tax positions was properly determined and recorded.
−Removed: Additionally, management identified that the Company did not design and maintain effective controls to ensure the accuracy of accounting for non-recurring tax planning transactions.
−Removed: These deficiencies resulted in errors recorded as of and for the quarter ended December 31, 2020 impacting the current tax benefit for the quarter ended December 31, 2020;
−Removed: and deferred tax liabilities and other non-current liabilities as of December 31, 2020 and errors previously recorded as of and for the quarter ended December 31, 2019 impacting the current tax benefit for the quarter ended December 31, 2019;
−Removed: and goodwill, other assets, deferred tax liabilities, other non-current liabilities and accumulated other comprehensive loss as of December 31, 2019.
−Removed: As of June 30, 2021, management has concluded that the Company has remediated the material weakness related to the accounting for certain aspects of income taxes and non-recurring tax planning transactions described in the preceding paragraph.
−Removed: As part of the remediation process, the Company has executed the following actions:
−Removed: • Hired experienced resources with substantive backgrounds in accounting for income taxes as well as U.S.
−Removed: multinational public company experience;
−Removed: • Engaged a third party to review the Company’s tax provision processes, identify inefficiencies, and recommend process enhancements;
−Removed: • Implemented a tax reporting software solution that has enhanced our visibility of uncertain tax positions as well as a software solution that has enhanced our state income tax reporting capabilities;
−Removed: • Implemented enhancements and process improvements to the quarterly and annual provision with respect to the accuracy of uncertain tax positions and completeness and accuracy of state income taxes;
−Removed: • Undertook extensive training for key personnel in each reporting jurisdiction on tax reporting requirements and our redesigned processes;
−Removed: • Refined and expanded certain controls with respect to the accuracy of accounting for non-recurring tax planning transactions, including an enhanced precision level of the control over the calculation and analysis of non-recurring tax planning transactions.
−Removed: Management believes it has effectively designed and tested the operating effectiveness related to the completeness and accuracy of accounting for state income tax and accuracy of accounting for uncertain tax positions and non-recurring tax planning transactions.
−Removed: Accordingly, management has concluded that the material weakness has been remediated as each component of the material weakness has been operating effectively for a sufficient period of time.
+Added: Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2021.
Changes in Internal Control Over Financial Reporting
−Removed: There have been no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2021, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: There have been no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2021, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
OTHER INFORMATION
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