Item 9A. Controls and Procedures
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Item 9A. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this report. Based on such evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the end of such period because of the material weaknesses in internal control over financial reporting described below.
Inherent Limitations on Effectiveness of Controls
Management does not expect that internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well-designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
(b) Management’s Annual Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.
Management conducted an evaluation of the effectiveness of the internal control over financial reporting based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this evaluation, management determined that the Company’s internal control over financial reporting was not effective as a result of the following material weaknesses in internal control over financial reporting, which exist as of January 2, 2026:
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We did not establish effective information technology general controls ("ITGCs") that support the consistent operation of the Company's IT systems. Consequently, certain automated process-level controls and manual controls dependent upon information derived from those IT systems were ineffective.
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We did not effectively design, implement and operate process-level control activities related to revenue and related accounts, income taxes, and other financial reporting processes. Specifically, we did not effectively design, implement and/or operate process-level manual review controls and controls over the completeness and accuracy of information produced by the Company utilized in the performance of controls, including the retention of relevant evidence to support the design and operating effectiveness of the controls.
The control deficiencies did not result in a material misstatement to the consolidated financial statements as of and for the year ended January 2, 2026.
Our independent registered public accounting firm, KPMG LLP, audited the consolidated financial statements included in this Annual Report on Form 10-K and issued an adverse opinion on the effectiveness of our internal control over financial reporting. KPMG LLP’s report appears on page 69 of this Annual Report on Form 10-K.
(c) Remediation of Previously Reported Material Weaknesses
Remediation Plan for Material Weaknesses
We, with the oversight of the Audit Committee, made progress in the current year on our remediation plans for the material weaknesses identified in prior years. For the previously identified material weaknesses that remain in the current year (as noted above), we continue to implement the remediation plans as follows:
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Designing and implementing certain ITGCs for business systems related to our financial reporting processes, and ensuring they are operating effectively to support process-level automated and manual control activities that are dependent upon information derived from IT systems.
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Enhancing the design of existing control activities including implementation of additional process-level control activities (including controls over revenue and related accounts, income taxes and other financial reporting processes) and ensuring they are properly evidenced and operating effectively.
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Augmenting the internal control capabilities of the Company’s personnel including defining clear responsibilities and accountability, and engaging third-party experts to assist in training personnel regarding control design and execution.
- Enhancing our risk assessment process and ensuring that controls are or will be implemented to mitigate identified risks, and monitoring the execution of internal control over financial reporting.
The material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We believe the measures described above will remediate the identified control deficiencies and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to review, optimize, and enhance our financial reporting controls and procedures.
The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments, and to expend resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations. As we continue to evaluate and take actions to improve our internal control over financial reporting, we may determine to take additional actions to address control deficiencies or to modify the remediation measures described above.
(d) Changes in Internal Control over Financial Reporting
Except as listed below, there have been no changes in our internal control over financial reporting identified in connection with management’s evaluation required by paragraph (d) of Rules 13a - 15 and 15d - 15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
During 2025, we made the following changes in our internal control over financial reporting:
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Designed and implemented additional manual procedures and controls to enhance our internal control process through a combination of preventative and detective controls;
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Designed, implemented and operated effective ITGCs over certain of our IT systems, including our core ERP system, revenue management system and key reporting tool.
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