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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 September 30, 2024, due to material weaknesses in internal control over financial reporting described below.
−Removed: 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.
−Removed: generally accepted accounting principles (“U.S.
−Removed: A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
−Removed: We continue to have material weaknesses in our internal control over financial reporting as disclosed in Management’s Annual Report on Internal Control Over Financial Reporting in Item 9A.
−Removed: Controls and Procedures , of our Annual Report on Form 10-K for the year ended December 31, 2023, in that the Company did not maintain effective controls over the reviews of significant assumptions used in the impairment assessment of goodwill, indefinite-lived tradenames and long-lived assets.
−Removed: Specifically, the control activities related to the reviews of the significant assumptions utilized in the impairment assessments were not executed, as designed, at the appropriate level of precision to prevent or detect a material misstatement.
−Removed: These control deficiencies resulted in management adjustments to the impairment loss and the other intangible assets, net accounts, prior to the issuance of the Company’s financial statements.
−Removed: These control deficiencies could result in a material misstatement of the goodwill, indefinite-lived tradenames, long-lived assets and the related accounts and disclosures in the annual or interim consolidated financial statements.
−Removed: Accordingly, our management has determined that these control deficiencies constitute material weaknesses.
−Removed: Remediation Plan
−Removed: 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.
−Removed: 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:
−Removed: • Identifying additional resources to assist in the preparation and reviews of significant assumptions used in the impairment assessments;
−Removed: • Improving the development of sufficient supporting documentation related to reviews over significant assumptions associated with the Company’s impairment assessments.
−Removed: Remediation Plan Update
−Removed: Management believes it has designed and implemented measures to remediate certain of the deficiencies resulting in the material weaknesses as of December 31, 2023.
−Removed: Specific remedial actions implemented by management include:
−Removed: • 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;
−Removed: • 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;
−Removed: • 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.
−Removed: 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.
−Removed: 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.
−Removed: The Company will continue to monitor the effectiveness of its remediation plan and will refine its remediation plan as appropriate.
+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 March 31, 2025.
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 September 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 March 31, 2025, 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.