Item 9A. CONTROLS AND PROCEDURES
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Item 9A. CONTROLS AND PROCEDURES
| a. | Evaluation of Disclosure Controls and Procedures |
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As required by Rule 13a-15(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this report, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that due to material weaknesses in our internal control over financial reporting described below in Management's Report on Internal Control over Financial Reporting, our disclosure controls and procedures were not effective as of June 30, 2017.
Notwithstanding the identified material weaknesses, management believes the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with U.S. generally accepted accounting principles.
| b. | __Management's_ _Report_ _on_ _Internal_ _Control_ _over_ _Financial_ _Reporting__ |
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Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of June 30, 2017. In making this assessment, our management used the criteria for effective internal control over financial reporting described in "Internal Control-Integrated Framework (2013)," issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with U.S. generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. Accordingly, even effective internal control over financial reporting can only provide reasonable assurance of achieving its control objectives.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.
We acquired Space Import-Export, Srl ("Space") on July 1, 2016 and Advanced Cell Diagnostics ("ACD") on August 1, 2016. Space and ACD represented approximately 22.9% of our total assets and 7.5% of our total revenues as of and for the year ended June 30, 2017. We excluded internal control over financial reporting associated with Space and ACD from our assessment of the effectiveness of our internal control over financial reporting as of June 30, 2017.
Based on our assessment which used the criteria noted above, management has concluded that our internal control over financial reporting was not effective as of June 30, 2017 due to the material weaknesses described as follows:
The Company did not maintain effective monitoring or information and communication processes. Specifically, the Company did not have:
| ● | Sufficient monitoring of the operation of internal control related to general information technology controls (GITCs) at the locations we have acquired since fiscal year 2013 that are subject to management's assessment. | |
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| ● | Effective GITCs implemented timely at every location to allow adequate time for the effective operation of certain IT dependent manual controls primarily in the revenue process, inventory process, and expenditures process. | |
| ● | Sufficient flow of information from all components, including information regarding the progress made on control implementation and control testing results to allow for effective monitoring. |
As a consequence, the Company did not have effective control activities over the establishment of GITCs for certain of its information technology ("IT") platforms primarily at the locations it has acquired since fiscal year 2013 that are subject to management's assessment, including instances of ineffective application change controls, user access provisioning, and user access rights review. Due to the impact of these ineffective GITCs, certain control activities including manual controls that rely on data produced by and maintained within these IT system applications, were also ineffective, potentially impacting all financial statement accounts.
Although no material misstatements were identified in our consolidated financial statements, these control deficiencies create a reasonable possibility that a material misstatement of the Company's consolidated financial statements will not be prevented or detected on a timely basis. We have concluded that the deficiencies represent material weaknesses in our internal control over financial reporting and our internal control over financial reporting was not effective as of June 30, 2017.
The Company's internal control over financial reporting as of June 30, 2017 has been audited by KPMG LLP, an independent registered public company accounting firm. KPMG LLP's report contains an adverse opinion on the effectiveness of our internal control over financial reporting, which is included in Item 8 in this Form 10-K.
| c. | Remedial Measures |
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During the current year, management implemented significant changes to improve procedures relating to our internal control structure, including our ability to rely on system generated information. These changes included the implementation of a new ERP system in Minneapolis on July 1, 2016. Additional corporate resources were added to the Controllership function during the second quarter to strengthen the controls within the corporate financial reporting processes as well as controls over complex transactions and to the Internal Audit function during the third quarter to increase our level of control monitoring. Management also completed a full reassessment of risk which resulted in the design and global rollout of a new GITC control framework with updated standard operating procedures, a redesign and reassessment of all manual controls, including IT dependent manual controls, identification of automated configuration controls, and a reassessment of users' access rights to each of our IT systems. Newly designed controls began to be implemented during the second quarter of the fiscal year. However, the complete design reassessment was not completed until the end of the third quarter, which resulted in certain controls and certain access right changes not being implemented until the fourth quarter. Therefore, although we believe we have made significant progress in changing the design of our controls as of June 30, 2017, we have not had adequate time to validate the design and operating effectiveness of all of our controls in accordance with our internal policies.
With the oversight of the Company's Audit Committee, management is taking steps intended to address the underlying causes of the material weaknesses identified in Management's Report on Internal Control over Financial Reporting primarily through the following remediation activities:
| ● | Expanding our Internal Audit function to provide additional resources for internal control monitoring with a focus on our GITC controls, especially for the locations we have acquired since fiscal year 2013, as these entities often have less sophisticated IT systems which increases the need for oversight and additional controls. | |
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| ● | Increasing the frequency of control testing to validate that we have achieved a sustained level of operating effectiveness in accordance with our internal policies. | |
| ● | Providing additional training to local management teams regarding the flow of information and expectations for timely reporting of the status of control implementation, as well as documentation expectations for key controls that involve IT dependent information and/or involve judgment and estimates. These efforts will improve consistency of communications across our components as well as standardization of our documentation to allow for better monitoring. | |
| ● | Reorganizing responsibilities within the Corporate Accounting team to 1) allow for the implementation of additional quarterly procedures designed to promote improvements in the flow of information between component locations and Corporate management and 2) support the transition of newly acquired entities, currently not within the scope of management's assessment, into our control framework. |
The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We believe this remediation will occur in fiscal year 2018 and will strengthen our internal control over financial reporting and will prevent a reoccurrence of the material weaknesses described above.
| d. | Changes in Internal Control over Financial Reporting |
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There were no changes in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company's most recently completed fiscal quarter other than those described in the Remedial Measures section above that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
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