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over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
−Removed: An evaluation of the effectiveness of these disclosure controls and procedures as of June 30, 2024 was carried out under the supervision and with the participation of management, including the PEO and the PFO.
−Removed: Based on that evaluation, the Company’s management, including the PEO and the PFO, concluded that our disclosure controls and procedures were not effective at the reasonable assurance level at June 30, 2024 due to the material weakness in the Company’s internal control over financial reporting described below.
+Added: An evaluation of the effectiveness of these disclosure controls and procedures as of September 30, 2024 was carried out under the supervision and with the participation of management, including the PEO and the PFO.
+Added: Based on that evaluation, the Company’s management, including the PEO and the PFO, concluded that our disclosure controls and procedures were not effective at the reasonable assurance level at September 30, 2024 due to the material weakness in the Company’s internal control over financial reporting described below.
Material Weaknesses in Internal Control Over Financial Reporting
−Removed: Management assessed the Company’s system of internal control over financial reporting as of June 30, 2024.
−Removed: This assessment was conducted based on the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission “Internal Control – Integrated Framework (2013).” Based on this assessment, management has concluded that the Company’s internal control over financial reporting was not effective as of June 30, 2024 due to the material weaknesses identified below.
+Added: Management assessed the Company’s system of internal control over financial reporting as of September 30, 2024.
+Added: This assessment was conducted based on the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission “Internal Control – Integrated Framework (2013).” Based on this assessment, management has concluded that the Company’s internal control over financial reporting was not effective as of September 30, 2024 due to the material weaknesses identified below.
A material weakness is a deficiency, or a 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: Management identified a material weakness caused by improperly designed preventative controls and insufficient monitoring controls of the online credit card account opening process, which resulted in a material fraud loss during the quarter-ended March 31, 2024.
Management previously disclosed a material weakness in relation to deferred income taxes discussed in Part I, Item 4 of the Company’s Form 10-Q/A for the quarter ended September 30, 2023, which has been fully remediated as reported in Part I, Item 4 of the Company’s Form 10-Q for the quarter ended March 31, 2024.
−Removed: Management previously disclosed another material weakness associated with ineffective input review controls relating to specific aspects of the Company’s ACL model discussed in Part II, Item 9A of the 2023 Annual Report.
−Removed: Management continues to follow its remediation plan with respect to the review of controls related to the allowance for credit losses.
+Added: Management previously disclosed a material weakness caused by improperly designed preventative controls and insufficient monitoring controls of the online credit card account opening process, which resulted in a material fraud loss, as discussed in Part I, Item 4 of the Company’s Form 10-Q for the quarter ended March 31, 2024.
+Added: As described below, management expects the remediation of the online credit card account opening material weakness will be completed prior to the end of 2024.
+Added: Management previously disclosed a material weakness associated with ineffective input review controls relating to specific aspects of the Company’s ACL model discussed in Part II, Item 9A of the 2023 Annual Report.
+Added: As described below, management continues to follow its remediation plan with respect to the review of controls related to the allowance for credit losses and expects the material weakness will be fully remediated by the end of 2024.
Remediation Plan to Address the Material Weaknesses
−Removed: Management, with the oversight of the Audit Committee, is actively engaged in remediating the material weaknesses in internal control over financial reporting that existed as of March 31, 2024.
−Removed: In response to the material weaknesses identified above, the Company is in the process of implementing changes to its internal control over financial reporting.
+Added: In response to the material weaknesses identified above, the Company is in the process of implementing changes to its internal control over financial reporting, with oversight of the Audit Committee.
Specifically in relation to the material weakness identified related to the online credit card account opening process, remediation began immediately upon detection on April 1, 2024, by completely closing the online application portal and suspending the opening of all new credit card accounts using the automated online account opening application hosted by the Company’s third party credit card processor.
The Company reviewed all accounts opened on or after February 1, 2024, and closed those deemed to be fraudulent including all accounts/cards opened on or after March 28, 2024, to ensure no additional loss to the Bank.
−Removed: The Company is evaluating whether to sell and exit the credit card issuer program or to retain the portfolio and outsource the management of the opening of new accounts and ongoing transaction monitoring to an experienced third-party.
−Removed: In the event that the Company continues
−Removed: the credit card program, it will need to establish controls to address and mitigate this material weakness.
+Added: The Company is evaluating whether to sell and exit the credit card issuer program.
We expect that the remediation of the online credit card account opening material weakness will be completed prior to the end of 2024.
Specifically in relation to the allowance for credit losses, management has continued to follow the remediation plan outlined in the 2023 Annual Report.
−Removed: This plan includes compiling a detailed inventory of significant inputs to the allowance for credit losses calculation and, reevaluating the relevant SOX control design and operation to ensure all significant inputs to the allowance for credit losses calculation are recorded timely and accurately.
−Removed: In addition, management expects to conduct a detailed data audit to effectively ensure the completeness and accuracy of select inputs to the allowance for credit losses calculation.
+Added: According to the plan management compiled a detailed inventory of significant inputs to the allowance for credit losses calculation and, reevaluating the relevant SOX control design and operation to ensure all significant inputs to the allowance for credit losses calculation are recorded timely and accurately.
+Added: In addition, management also conducted a detailed data audit to ensure the completeness and accuracy of select inputs to the allowance for credit losses calculation.
We expect that the allowance for credit losses material weakness will be fully remediated by the end of 2024.
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Changes in Internal Control Over Financial Reporting
−Removed: Except as described above, there were no additional changes in the Company’s internal control over financial reporting (as such term is defined by Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the second quarter of 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
+Added: Except as described above, there were no additional changes in the Company’s internal control over financial reporting (as such term is defined by Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the third quarter of 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II – OTHER INFORMATION
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Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: There were no repurchases or unregistered sales of the Company’s common stock, par value $0.01 per share, during the quarter-to-date period ended June 30, 2024.
+Added: There were no repurchases or unregistered sales of the Company’s common stock, par value $0.01 per share, during the quarter-to-date period ended September 30, 2024.
Item 3 – Defaults Upon Senior Securities
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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.