10-K/A: Old Market Capital Amends Annual Report to Correct Audit Date and Internal Control Disclosure
Annual Report Amendment
Old Market Capital Corporation filed an amendment to its annual report to correct the audit report date and a disclosure regarding internal control over financial reporting.
Summary
- Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended March 31, 2025, was filed to revise specific details.
- The date of the Independent Registered Public Accounting Firm's Opinion on the Consolidated Financial Statements was corrected from June 27, 2024, to June 27, 2025.
- The response to the question regarding management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act was amended from 'yes' to unchecked.
- Forvis Mazars, LLP, the independent registered public accounting firm, issued an unqualified opinion on the consolidated financial statements for the years ended March 31, 2025, and 2024.
- A critical audit matter identified was the valuation of acquired property, plant and equipment, trade name, and customer relationships related to the Amplex Electric, Inc. acquisition on June 15, 2024, due to the subjectivity and judgment involved in fair value estimates.
Sentiment
Score: 5
Explanation: The document presents a neutral sentiment. While it corrects an error regarding internal control attestation, which could be seen as a negative, it also confirms an unqualified audit opinion on the financial statements, which is positive. The core purpose is administrative correction rather than a substantive operational update.
Positives
- The Independent Registered Public Accounting Firm issued an unqualified opinion on the consolidated financial statements for the fiscal years ended March 31, 2025, and 2024, indicating that the financial statements present fairly, in all material respects, the financial position, results of operations, and cash flows in conformity with GAAP.
Negatives
- The initial Form 10-K incorrectly indicated that management had filed a report on and attestation to the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act; this has been corrected to unchecked, implying such a report was not filed or is not required for the company's current status.
Risks
- Valuation of acquired property, plant and equipment, trade name, and customer relationships from the Amplex Electric, Inc. acquisition (June 15, 2024) is a critical audit matter due to the high level of subjectivity, judgment, and audit effort involved in evaluating management's fair value estimates. This includes assumptions related to forecasted revenues and cash flows, attrition rate, discount rate, and market-based royalty rate.
Future Outlook
No specific forward-looking statements or guidance are provided in this amendment.
Management Comments
- Jeffrey Royal, Chief Executive Officer (Principal Executive Officer)
- Charlie Krebs, Chief Financial Officer (Principal Financial and Accounting Officer)
- Adam Peterson, Director
- Mark Hutchins, Director
- Jeremy Zhu, Director
- Brendan Keating, Director
Industry Context
This amendment is a standard regulatory filing to correct administrative details and an internal control disclosure in a previously filed annual report. It does not provide specific industry-related insights or competitive analysis.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Disclosure Correction | Correction of the response to the question regarding management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act. The initial 'yes' response was changed to unchecked. | 2025-06-30 | This correction clarifies the company's compliance status regarding internal control attestation, potentially indicating that the company is not required to file such a report or has not yet done so, which could raise questions about the robustness of internal controls if not properly understood by investors. |
Stakeholder Impact
- Shareholders: Provides clarity on the audit report date and the status of internal control over financial reporting attestation, which is crucial for assessing corporate governance and financial transparency.
- Regulatory Authorities: Ensures compliance with SEC filing requirements by correcting previously submitted information.
Key Dates
| Date | Description |
|---|---|
| 2022 | Forvis Mazars, LLP began serving as the Company's auditor. |
| 2024-06-15 | Old Market Capital Corporation acquired a majority of the issued and outstanding common shares of Amplex Electric, Inc. |
| 2024-09-30 | Aggregate market value of Common Stock held by nonaffiliates was $42.3 million. |
| 2025-03-31 | Fiscal year end for the Annual Report on Form 10-K. |
| 2025-06-23 | Approximately 6.7 million shares of common stock were outstanding and entitled to vote. |
| 2025-06-27 | Corrected date of the Independent Registered Public Accounting Firm's Opinion on the Consolidated Financial Statements. |
| 2025-06-27 | Original submission date of the Annual Report on Form 10-K. |
| 2025-06-30 | Original Form 10-K was deemed accepted and filed; also the date the Chief Executive Officer, Chief Financial Officer, and Directors signed the amendment. |
Keywords
SEC filing, 10-K/A, Annual Report Amendment, Financial Reporting, Audit Opinion, Internal Control, Sarbanes-Oxley, Corporate Governance, Valuation, Acquisition Accounting, Old Market Capital Corporation, OMCC
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