1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 27, 2024.
−Removed: Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 27, 2024, the Company’s disclosure controls and procedures were not effective due to the existence of a previously reported material weakness in internal control over financial reporting (ICFR) related to a subsidiary within Vertex Aerospace Services Holdings Corp (Vertex) which was acquired on July 5, 2022.
−Removed: The material weakness was identified and discussed in Part II, "Item 9A.
−Removed: Controls and Procedures” of our Annual Report on Form 10-K for the year ended December 31, 2023.
−Removed: Notwithstanding the identified material weakness, management, including our CEO (principal executive officer) and CFO (principal financial officer), believes the consolidated financial statements included in this Form 10-Q fairly represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in accordance with GAAP.
+Added: The Company's management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 28, 2025.
+Added: Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of March 28, 2025, the Company’s disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting in Vertex Aerospace Services Holding Corp (Vertex) which we acquired on July 5, 2022.
+Added: Notwithstanding the identified material weaknesses discussed in Part II, "Item 9A.
+Added: Controls and Procedures" of our Annual Report on Form 10-K for the year ended December 31, 2024, the Company’s management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), has concluded the Company’s consolidated financial statements included in this Form 10-Q present fairly, in all material respects, the Company’s financial condition, results of operations and cash flows at and for the periods presented in accordance with GAAP.
Limitations on Effectiveness of Controls and Procedures
2 unchanged sentences
Remediation Efforts to Address the Material Weakness
−Removed: Management continues to improve controls at the Company in order to remediate the material weakness in internal control over financial reporting.
−Removed: During the first nine months of 2024, several actions were implemented at Vertex, including increasing the number of individuals responsible for implementing and monitoring controls;
−Removed: training individuals responsible for designing, executing, testing and monitoring controls;
−Removed: and enhancing documentation that evidences that controls are performed.
−Removed: These actions are ongoing and we will continue to make improvements during the remainder of 2024.
−Removed: During the second quarter of 2024, the Company began testing the design and operating effectiveness of process-level and information technology controls, that continued during the third quarter of 2024.
+Added: As previously disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2024, management concluded that there were two material weaknesses in our internal control over financial reporting related to two of the subsidiaries within Vertex.
+Added: In response to the material weaknesses identified, management developed a remediation plan to address the underlying causes of the material weaknesses, which was subject to senior management review and oversight of the Audit Committee of the Board of Directors.
+Added: The Company is implementing plans to address each of the material weaknesses as previously disclosed in Part II, "Item 9A.
+Added: Controls and Procedures" of our Annual Report on Form 10-K for the year ended December 31, 2024.
+Added: Management has and will continue to enhance the risk assessment process and design of internal control over financial reporting at the two subsidiaries.
+Added: This includes enhancement and revisions of the design of existing information technology general controls (ITGCs) over user access, change management and logical access.
+Added: These 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.
+Added: We expect that the remediation of these material weaknesses will be completed prior to the end of fiscal year 2025.
+Added: The status of our remediation plan is being, and will continue to be, reported by management to the Audit Committee on a consistent basis.
+Added: In addition, management has assigned executive owners to oversee the remedial changes to the overall design of the Company’s internal control environment and to address the root causes of our material weaknesses.
+Added: As management continues to evaluate and strive to improve the Company’s Internal Control over Financial Reporting (ICFR), management may take additional measures to address these material weaknesses or modify the previously disclosed remediation plans.
+Added: Please see the risk factor “Integrating Vectrus and Vertex may be more difficult, costly or time-consuming than expected” in Part I, "Item 1A.
+Added: Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2024.
Changes in Internal Control over Financial Reporting
−Removed: Other than with respect to the matter described above, there were no changes in our ICFR during the most recently completed fiscal quarter that materially affected or are reasonably likely to materially affect, our ICFR.
+Added: Other than in connection with aspects of our remediation plan, there were no changes in the Company’s ICFR during the period ended March 28, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
OTHER INFORMATION
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.