1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (1934 Act) as of July 31, 2024.
−Removed: Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of July 31, 2024, the disclosure controls and procedures are effective.
+Added: Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (1934 Act) as of January 31, 2025.
+Added: As previously disclosed in our Annual Report on Form 10-K for the year ended October 31, 2024, we identified a material weakness in our internal control over financial reporting in the design and operation of the controls over the preparation and review of the statement of cash flows.
+Added: Due to this material weakness, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of January 31, 2025.
+Added: As permitted under the SEC rules, we have elected to exclude Tyman plc from management’s assessment of effectiveness of internal controls over financial reporting as of January 31, 2025.
+Added: Prior to acquisition by us on August 1, 2024, Tyman plc was listed publicly on the London Stock Exchange, reported financial results pursuant to International Financial Reporting Standards and, therefore, had no requirement to comply with the Sarbanes-Oxley Act of 2002.
+Added: We are actively engaged in remediation efforts to address the identified material weakness related to the statement of cash flows.
+Added: These efforts include:
+Added: • Implementing enhanced review procedures over the preparation and validation of the statement of cash flows.
+Added: • Developing and integrating a structured non-cash transaction checklist to improve accuracy in cash flow classification.
+Added: • Enhancing our quarterly and annual close procedures to include additional review controls.
+Added: • Providing targeted training to finance personnel involved in the financial close and reporting process.
+Added: Notwithstanding the identified material weakness, our management has concluded that the financial statements included in this Form 10-Q fairly present in all material respects the financial position, results of operations and cash flows for the periods presented in conformity with generally accepted accounting principles.
Changes in Internal Control over Financial Reporting
−Removed: There have been no changes in internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act) during the most recent fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
+Added: During the fiscal quarter ended January 31, 2025, we implemented additional review procedures and developed a structured non-cash transaction checklist for the cash flow statement as part of our remediation efforts.
+Added: While we believe the identified material weakness will be fully remediated by our efforts, our remediation efforts are on-going and require additional time for us to conclude the material weakness has been remediated.
+Added: Additionally, as of January 31, 2025, integration of internal controls at our recently acquired Tyman business is in progress.
+Added: Consistent with SEC guidance, management has excluded Tyman from its assessment of internal control over financial reporting for the January 31, 2025 reporting period.
+Added: We expect to complete the integration of Tyman’s financial reporting systems and internal control framework during fiscal 2025.
+Added: Other than the ongoing remediation efforts and the exclusion of Tyman, there have been no other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
+Added: There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024 (Part I, Item 1A).
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.