2 unchanged sentences
The Company maintains disclosure controls and procedures, defined in Rule 13a-15(e) under the Exchange Act, that are designed to ensure that the information required to be filed or submitted with the SEC under 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 of the company with the participation of its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
−Removed: In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, an evaluation was performed under the supervision and with the participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.
−Removed: Based on their evaluation, they have concluded that our disclosure controls and procedures were not effective as of June 30, 2024.
+Added: In connection with the preparation of this Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, an evaluation was performed under the supervision and with the participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.
+Added: Based on their evaluation, they have concluded that our disclosure controls and procedures were not effective as of December 31, 2024.
This determination is based on the previously reported material weaknesses management previously identified in our internal control over financial reporting, as described below.
4 unchanged sentences
In our Annual Report for the year ended September 30, 2024, filed with the SEC on December 16, 2024, management concluded that our internal control over financial reporting was not effective as of September 30, 2024.
−Removed: In the evaluation, management identified material weaknesses in internal control related (1) proper design and implementation of controls over management's review of the Company's accounting for business combinations, specifically related to the identification of and accounting for intangible assets acquired in a business combination, and over the precision of management's review of certain valuation assumptions;
−Removed: (2) the impairment of goodwill, indefinite-lived intangibles, and long-lived assets, specifically over the precision of management's review of certain assumptions;
−Removed: and (3) ineffective information technology general controls ("ITGCs") in the areas of user access and program change-management over certain information technology ("IT") systems that support the Company's financial reporting processes.
+Added: In the evaluation, management identified material weaknesses in internal control related (1) ineffective design and operation of controls over certain information technology general controls ("ITGCs"), including program change management, user access, and vendor management controls;
+Added: (2) ineffective design and operation of controls, which include management review controls, over the accounting for business combinations;
+Added: and (3) ineffective design and operation of controls, which include management review controls, over the Company's assessments of potential impairment.
Our business process controls (automated and manual) that are dependent on the affected ITGCs were also deemed ineffective because they could have been adversely impacted.
7 unchanged sentences
Review of Accounting for Business Combinations
−Removed: Management is committed to the remediation of the material weakness described above.
−Removed: As such, controls will be added to both increase precision of management’s review of each component of business combinations, and if necessary, retain the services of a third-party consultant to assist in the valuation and accounting for intangible assets acquired in a business combination.
+Added: Controls will be added to both increase precision of management’s review of each component of business combinations, and if necessary, retain the services of a third-party consultant to assist in the valuation and accounting for intangible assets acquired in a business combination.
Review of Accounting for Impairment of Goodwill and Intangible Assets
4 unchanged sentences
(i) strengthening and enhancing the review and documentation procedures in our controls over user access review;
−Removed: (ii) define and communicate clear and concise program change management policy and procedures;
+Added: (ii) defining and communicating clear and concise program change management policy and procedures;
(iii) enhancing the reporting requirements of accounting system audit logs;
−Removed: (vi) continuous improvement over our ITGC controls related to third party applications;
−Removed: and (vi) enhanced quarterly reporting on the remediation measures to the Audit Committee of the board of directors.
+Added: (iv) continuous improvement over our ITGC controls related to third party applications;
+Added: and (v) enhanced quarterly reporting on the remediation measures to the Audit Committee of the board of directors.
It is our belief that these added controls will effectively remediate the existing material weaknesses.
−Removed: We believe that these actions will remediate the material weaknesses.
The material weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
1 unchanged sentence
Changes in Internal Control Over Financial Reporting
−Removed: Other than as described above, there were no changes in the Company’s internal control over financial reporting that occurred 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: Other than as described above, there were no changes in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II—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.