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Table of Contents
Not applicable.
Evaluation of Disclosure Controls and Procedures
We maintain a system of disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15(d)-15(e) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that is designed to ensure that information required to be
disclosed in our Exchange Act reports 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 our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial
Officer, we conducted an evaluation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive
Officer and our Chief Financial Officer concluded that, as of September 30, 2012 , our disclosure controls and procedures were
effective, at the reasonable assurance level.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. These limitations
include the possibility of human error, the circumvention or overriding of the controls and procedures and reasonable resource
constraints. In addition, because we have designed our system of controls based on certain assumptions, which we believe are
reasonable, about the likelihood of future events, our system of controls may not achieve its desired purpose under all possible
future conditions. Accordingly, our disclosure controls and procedures provide reasonable assurance, but not absolute assurance,
of achieving their objectives.
Management’s Report on Internal Control over Financial Reporting
The Company’
s management is responsible for establishing and maintaining adequate internal control over financial reporting
for the Company. Management assessed the effectiveness of the Company’s internal control over financial reporting as of
September 30, 2012 . Based on management’s assessment, management has concluded that the Company’s internal control over
financial reporting was effective as of September 30, 2012 using the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework.
Our internal control over financial reporting is designed to provide reasonable, but not absolute, assurance regarding the
reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting
principles. There are inherent limitations to the effectiveness of any system of internal control over financial reporting. These
limitations include the possibility of human error, the circumvention or overriding of the system and reasonable resource constraints.
Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Projections
of any evaluation of effectiveness to future periods are subject to the risks discussed in Item 1A—Risk Factors in this report.
The effectiveness of our internal control over financial reporting as of September 30, 2012 , has been audited by KPMG LLP,
an independent registered public accounting firm and is included in Item 8 of this Report.
Changes in Internal Control over Financial Reporting
In preparation for management’s report on internal control over financial reporting, we documented and tested the design and
operating effectiveness of our internal control over financial reporting. During fiscal 2012 , there were no significant changes in our
internal controls over financial reporting that occurred during the year ended September 30, 2012 , that have materially affected, or
are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Not applicable.
113
ITEM 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
ITEM 9A.
Controls and Procedures
ITEM 9B.
Other Information