3 unchanged sentences
The President and the Chief Financial Officer evaluated the effectiveness of disclosure controls and procedures as of August 31, 2022, pursuant to Rule 13a-15(b) under the Exchange Act.
−Removed: Based on that evaluation, the President and the Chief Financial Officer each concluded that, during the period covered by this report, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective due to a material weakness in internal controls over financial reporting resulting from ineffective controls related to the management preparation and review of spreadsheets which compromised the integrity of the spreadsheets used to support and record transactions related to the public improvement reimbursable amounts and related interest income.
+Added: Based on that evaluation, the President and the Chief Financial Officer each concluded that, during the period covered by this report, our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.
Management’s Annual Report on Internal Control Over Financial Reporting
7 unchanged sentences
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Management assessed the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (the “2013 COSO Framework”).
−Removed: Based on that assessment, management identified a deficiency related to the preparation and review of spreadsheets which constitutes a material weakness in our internal controls over financial reporting.
+Added: Management assessed the effectiveness of our internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013 COSO Framework).
+Added: Based on that assessment, management determined that our internal controls over financial reporting were effective.
+Added: During the year ended August 31, 2021, we identified a material weakness in our internal controls over financial reporting related to spreadsheet controls.
A material weakness is a deficiency, or combination of deficiencies, in our 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: To address this material weakness, management has devoted, and plans to continue to devote, significant effort and resources to the remediation and improvement of its internal control over financial reporting by implementing additional steps in the review process of various complex schedules that support accounting entries on a monthly and quarterly basis or moving these manual tracking and reconciliation processes to a purchase software system.
−Removed: We expect the remediation of this material weakness to be completed prior to the end of our fiscal 2022.
−Removed: We cannot assure that the measures we take will remediate the identified weakness or that additional weaknesses will not arise in the future.
+Added: To address this material weakness, throughout fiscal 2022 management devoted significant effort and resources to the remediation and improvement of its internal control over financial reporting.
+Added: Management converted a number of spreadsheet driven processes to purchased software systems and implemented additional management level reviews throughout the preparation of various complex schedules that support accounting entries.
+Added: We have determined that these new controls are operating
+Added: As a result, management believes the material weakness previously identified has been remediated as of August 31, 2022.
+Added: We cannot assure that additional weaknesses will not arise in the future.
Changes in Internal Controls
−Removed: As a result of the material weakness described above, after the quarter ended May 31, 2021, we added additional review procedures and additional check balances to all complex schedules to ensure all calculations and formulas are prepared and reviewed appropriately.
−Removed: We are continuing to assess additional modifications to our internal controls required to remediate the material weakness noted above and ensure other spreadsheet controls are operating effectively.
−Removed: Additionally, due to the cybersecurity attack described in the Risk Factors, even though we have determined there was no material impact to financial reporting, we have implemented a number of new controls related to our information technology systems including hiring a new IT managed services firm, improved firewalls and air-gapped system features, more robust monitoring and threat detection programs, and outsourcing systems to cloud based providers.
−Removed: Except as noted above, no changes were made to our internal control over financial reporting during our most recently completed fiscal quarter, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: No changes were made to our internal control over financial reporting during the fourth quarter of our fiscal 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B – Other Information
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We intend to disclose any amendments to or waivers from the provisions of our Code of Business Conduct and Ethics that are applicable to our principal executive officer, principal financial officer or principal accounting officer and that relate to any element of the SEC’s definition of code of ethics by posting such information on our website, in a press release, or on a Current Report on Form 8-K.
−Removed: Information required by this item will be contained in, and is incorporated herein by reference to, our definitive Proxy Statement pursuant to Regulation 14A promulgated under the Exchange Act for the Annual Meeting of Shareholders to be held in January 2022, which is expected to be filed on or about December 3, 2021 (the “Proxy Statement”).
+Added: Information required by this item will be contained in, and is incorporated herein by reference to, our definitive Proxy Statement pursuant to Regulation 14A promulgated under the Exchange Act for the Annual Meeting of Shareholders to be held in January 2023, which is expected to be filed on or about December 2, 2022 (Proxy Statement).
Item 11 – Executive Compensation
122 unchanged sentences
Furnished herewith
−Removed: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
+Added: Pursuant to the requirements of Section 13 or 15 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PURE CYCLE CORPORATION
4 unchanged sentences
Harding and Kevin B.
−Removed: McNeill , jointly and severally, as his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
+Added: McNeill , jointly and severally, as such person’s attorneys-in-fact, each with the power of substitution, for such person in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
6 unchanged sentences
/s/ Patrick J.
−Removed: Chairman, Director
+Added: Chair, Director
November 14, 2022
−Removed: /s/ Arthur G.
November 14, 2022
7 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.