3 unchanged sentences
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 not effective as of June 30, 2024, due to material weaknesses in internal control over financial reporting described below.
+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 not effective as of September 30, 2024, due to material weaknesses in internal control over financial reporting described below.
Notwithstanding the identified material weaknesses, management, including the Company’s Chief Executive Officer and Chief Financial Officer have determined, based on the procedures performed, that the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q fairly represent in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, for the periods presented in accordance with U.S.
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Remediation Plan
−Removed: The Company is committed to maintaining a strong internal control environment and believes remediation efforts will result in significant improvements in its internal control over financial reporting.
+Added: The Company is committed to maintaining a strong internal control environment and believes its remediation efforts will result in significant improvements in its internal control over financial reporting.
Our management, with the oversight of the Audit Committee of the Board, is updating our internal processes and controls to strengthen their effectiveness and has developed a remediation plan, which includes the following actions:
1 unchanged sentence
• Improving the development of sufficient supporting documentation related to reviews over significant assumptions associated with the Company’s impairment assessments.
−Removed: The Company will monitor the effectiveness of its remediation plan and will refine its remediation plan as appropriate.
+Added: Remediation Plan Update
+Added: Management believes it has designed and implemented measures to remediate certain of the deficiencies resulting in the material weaknesses as of December 31, 2023.
+Added: Specific remedial actions implemented by management include:
+Added: • Hired accounting personnel who have extensive experience with performing impairment assessments of goodwill, indefinite-lived tradenames and long-lived assets including the review of the significant assumptions utilized in the underlying valuation models for such assessments;
+Added: • Engaged a third-party valuation firm to assist in the preparation of the valuations for the Company’s reporting units and associated goodwill and indefinite-lived intangible assets impairment assessments, as well as utilizing such firm, if necessary, for long-lived asset impairment assessments;
+Added: • Enhanced the level of review of the valuations associated with the assets in which triggering events were identified during the third quarter, including enhancing the development of sufficient supporting documentation related to the reviews over significant assumptions associated with such impairment assessments.
+Added: Management believes the internal controls related to the review of the significant assumptions utilized in the underlying valuation models for indefinite-lived intangible assets and long-lived assets impairment assessments operated effectively during the third quarter of 2024.
+Added: However, these material weakness will not be considered remediated until Management has concluded, through its annual impairment testing that the internal controls over such have been operating effectively for a sufficient period of time.
+Added: The Company will continue to monitor the effectiveness of its remediation plan and will refine its remediation plan as appropriate.
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, 2024, 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, 2024, 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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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.