(the "Company") has determined that the calculation and expense of non-cash stock-based compensation, related to issued stock options, as reported in the consolidated financial statements of the Company, have been materially understated based on the application of accounting principles generally accepted in the United States. The Company has historically reported stock-based compensation expenses on the dates of vesting, rather than recognizing the expense ratably over the vesting period. The Company has also used an incorrect method for calculating forfeiture estimate for look at this now issued stock options. Stock-based compensation expense shown on the statement of operations is a non-cash expense which impacts accumulated deficit (losses) and additional paid-in capital on the balance sheet. However, this does not impact the Company's cash, revenues or other aspects of ongoing operations. These non-cash stock-based compensation expense errors were identified by management during the implementation of a new accounting stock option software system. To confirm these findings, the Company's Audit Committee retained a third-party accounting advisory firm, to work with management and the Company's independent registered public accounting audit firm, PKF San Diego, LLP (PKF), to determine the degree by which the Company's historical financial statements were impacted. This review has found no indication that these errors were the result of an override of controls or from misconduct at the Company. The Company's stock-based expense calculation methodology and the actual reported expense each year had been fully disclosed to, and reviewed by PKF, as part of their annual audits. As a result of this review process, on September 29, 2021, the Audit Committee and management, in consultation with PKF and legal counsel, have determined that the Company's prior audited consolidated financial statements and the related audit report included in the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2021, as well as the Company's interim consolidated financial statements included in the Company's Quarterly Reports on Form 10-Q for the periods ended August 31, 2020, November 30, 2020 and February 28, 2021 should no longer be relied upon. As soon as possible, the Company intends to file an amended Annual Report on Form 10-K for the year ended May 31, 2021, to correct the impacted financial statements. The Company also intends to restate the above referenced fiscal year 2021 quarterly period consolidated financial statements when they are included in Quarterly Reports on Form 10-Q for the comparable periods in fiscal year 2022. As such, the Company anticipates the following adjustments to its fiscal 2021 Form 10-K: 1) for fiscal year-ended 2021, an additional non-cash expense of $900,000 to $1,100,000, increasing net losses for the year from ($6,469,036) to between ($7,369,000) and ($7,569,000), and increasing accumulated deficit (losses) and paid-in capital each by $900,000 to $1,100,000; and 2)for fiscal year-ended 2020, an additional non-cash expense of $300,000 to $390,000, increasing net losses for the year from ($2,339,054) to between ($2,640,000) and ($2,730,000), and increasing accumulated deficit (losses) and paid-in capital each by $300,000 to $390,000. The Company also anticipates that in order to adjust for incorrectly reported non-cash stock-based compensation expense in years prior to fiscal year 2020, it will make a one-time adjustment to its consolidated balance sheet for fiscal year-ended May 31, 2019, of $750,000 to $950,000. This adjustment will increase accumulated deficit (losses) from ($19,587,678) to between ($20,337,000) and ($20,537,000) and will increase additional paid-in capital from $22,830,006 to between $23,580,000 to $23,780,000 for the fiscal year ended May 31, 2019. While it is anticipated that these corrective actions will be adequate, the Company intends to seek guidance from the Office of the Chief Accountant and Division of Corporation Finance at the U.S.https://www.marketscreener.com/quote/stock/BIOMERICA-INC-30897209/news/Biomerica-Non-Reliance-on-Previously-Issued-Financial-Statements-or-a-Related-Audit-Report-or-Comp-36564492/
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This is a high bar that requires the utmost professionalism in financial reporting and operational performance.” City Council President Dan O’Malley added, “This award affirms that the city exercises great stewardship of our residents’ tax dollars. “I’m very proud that the auditor of state has recognized our excellent financial practices and records transparency. Everyone at city hall, and in particular our finance department, should be commended.” It’s also noteworthy that the auditor of state rated Lakewood with its highest transparency rating of four “STarS” as part of its review that analyzes how the city responds to public records requests. “That’s the kind of a transparency review auditors favor,” Rancatore said. “We got the highest rating. When I say transparency, it deals with public record requests. “We have an elaborate system they go through, and our law department is very on point. It’s the best system I’ve ever seen. I know the mayor worked on that as a councilwoman, along with (Council-at-Large Representative) Tristan Rader.” The finance director also made it a point to credit the city’s administrative finance team -- Assistant Finance Director Keith Schuster, Jessica Eddy, Kim Deyarmin, Paul Namitka, Irene Drazen and John Hribar -- for their hard work regarding budget preparation and financial report compilation.https://www.cleveland.com/community/2021/10/lakewoods-finance-department-receives-ohio-auditor-of-states-award-with-distinction.html
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OceanSound is a private equity firm investing in technology and technology-enabled services companies serving government and enterprise end markets. RMA’s existing management team, led by President and CEO Ed Lyon, has retained a significant ownership interest in the Company and will continue in their leadership roles going forward. Terms of the transaction were not disclosed. Founded in 1962, RMA delivers technology-enabled laboratory testing, inspection, and quality management services for critical public and private infrastructure assets across diverse government and commercial end markets, including transportation, healthcare, power, and water. The Company’s team of engineers, geologists, inspectors, and technicians help infrastructure asset owners and engineering and construction companies maintain compliance with strict regulatory and operating requirements through a range of geotechnical, environmental, and materials testing services. “For nearly 60 years, RMA has built a reputation as a trusted advisor to our clients, helping support the engineering, development, management, and maintenance of critical infrastructure assets,” said Lyon. “We remain committed to our clients and their work, and OceanSound shares our strong values and commitment to excellence. We’ve identified opportunities to accelerate our growth both organically and through strategic acquisitions, and we believe OceanSound is the ideal partner to help us achieve our growth objectives.” “The increasing pressure to address aging and deteriorating U.S. infrastructure has moved this issue to the forefront of national, state, and municipal budget priorities,” said Joe Benavides, Partner and Co-Founder of OceanSound. “In addition, climate change and related sustainability dynamics are expanding regulatory compliance requirements for recurring maintenance-based testing and inspection of critical infrastructure assets. We believe RMA is uniquely positioned to benefit from these long-term secular trends, and we are excited to partner with Ed and his talented team to help RMA generate transformational growth.” “We have followed the infrastructure-related testing and inspection services market for many years. RMA has an outstanding track record supporting the complex test, inspection, and quality management requirements for its public and private sector clients,” said Parin Shah, Vice President at OceanSound. “As a leading provider in a relatively fragmented market, we believe RMA is well-positioned to grow by broadening its capabilities, expanding the end markets it serves, and extending its geographic reach and also with strategic add-on acquisitions. We look forward to contributing additional resources to support this opportunity.” Houlihan Lokey served as financial advisor and TroyGould PC served as legal counsel to RMA. Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to OceanSound. The RMA Group of Companies is a leading provider of technology-enabled laboratory testing, inspection, and quality management services for critical public and private infrastructure assets across diverse government and commercial end markets, including transportation, healthcare, power, and water. RMA’s team of engineers, geologists, inspectors, and technicians help infrastructure asset owners and engineering and construction companies maintain compliance with strict regulatory and operating requirements through a range of geotechnical, environmental, and materials testing services. Founded in 1962, RMA is headquartered in Rancho Cucamonga, California. For more information, please visit: www.rmacompanies.com .https://www.businesswire.com/news/home/20210928005809/en/RMA-Group-of-Companies-Secures-Strategic-Investment-from-OceanSound-Partners
Ryan Rosenthal practices before an exhibition game during the grand opening of Moline’s premier Pickleball Complex at Riverside Park Wednesday, Aug. 4, 2021, in Moline. Dozens gather to watch an exhibition game during the grand opening of Moline’s premier Pickleball Complex at Riverside Park Wednesday in Moline. Ryan Rosenthal and Jeffery Vander Eems, of Bettendorf, practice before an exhibition game during the grand opening of Moline’s premier Pickleball Complex at Riverside Park Wednesday, Aug. 4, 2021, in Moline. Ryan Rosenthal volleys during an exhibition game as part of the grand opening of Moline’s premier Pickleball Complex at Riverside Park Wednesday in Moline. Tina Senasu of Bettendorf volleys during an exhibition game as part of the grand opening events of Moline’s premier Pickleball Complex at Riverside Park in Moline last week. A sign indicates that Court 8 is named by it’s sponsor the Moline Park Board during the grand opening of Moline’s premier Pickleball Complex at Riverside Park Wednesday, Aug. 4, 2021, in Moline. Dozens watch an exhibition game played during the grand opening of Moline’s premier Pickleball Complex at Riverside Park Wednesday, Aug. 4, 2021, in Moline.https://qctimes.com/news/local/govt-and-politics/moline-close-to-hiring-community-and-economic-development-director/article_32a35d44-86c6-5208-aabb-88fb0241d5df.html
The annual financial statements were approved by the board of directors on 23 September 2021 and are signed on its behalf by: This audit and risk committee report has been prepared in terms of section 94(7) of the Companies Act, No. 71 of 2008, as amended (the Companies Act), the King IV Report on Governance for South Africa, 2016 (King IV™), the JSE Limited (JSE) Listings Requirements and other applicable regulatory requirements. This report sets out how the audit and risk committee of Northam and/or Northam Holdings (as the case may be) (the committee) has satisfied its various statutory obligations consultant during the year, as well as some of the focus areas considered, and how these have been addressed by the committee. Associated capitals addressed by the committee Related material issues addressed by the committee Maintaining our legislative and regulatory compliance, focussing on the Mineral and Petroleum Resources Development Act (MPRDA) and the Mining Charter Maintaining constructive communication channels with all our stakeholders Liquidity management to mitigate market volatility The committee's main role is to assist the board of directors (board) in fulfilling its oversight responsibilities relating to the safeguarding of assets, the operation of adequate risk management and internal control processes, as well as the preparation of financial statements in compliance with all applicable legislation and regulations. In addition, the committee has oversight of the external and internal audit appointments, and is responsible for assessing the effectiveness of the internal audit function, the chief financial officer (CFO), as well as the independence and effectiveness of the group's external auditor and the designated individual audit partner. As part of its mandate, the committee has the authority to investigate matters within the scope of its defined responsibility and to request information or explanations necessary for the performance of its functions. The committee does not assume the functions of management, as these functions remain the responsibility of the executive directors and senior management. The committee also does not provide relief to board members in terms of their collective and individual fiduciary duties.https://www.marketscreener.com/quote/stock/NORTHAM-PLATINUM-HOLDINGS-126877801/news/Northam-Platinum-Annual-financial-statements-2021-36553986/