March 24, 2006
As a community banker, a CPA and a shareholder, I wish to express my strong support for the final recommendations of the SEC Advisory Committee on Smaller Public Companies. I particularly agree with the Committees primary recommendations that (a) micro-cap companies (with equity capitalizations of $128 million or less) that have revenue of less than $125 million be completely exempt from the internal control attestation requirements of Section 404 of the Sarbanes-Oxley Act (SOX) and (b) small-cap companies (with equity capitalizations of between $128 million and $787 million) that have revenue of less than $250 million be exempted from the external audit requirements of SOX Section 404.
As the Committee documented in its final report, the costs of Section 404 have disproportionately impacted both micro-cap and small-cap companies. These companies simply do not have the resources to comply with the requirements of Section 404 and still remain competitive. I believe that if these recommendations are not accepted, many micro-cap and small-cap companies will eventually be eliminated through forced consolidation. If this happens many local economies will be devastated as a recent of lost employment, reduced competition and more difficulty accessing capital.
For 2005, my Company spent over $175,000 on our SOX Section 404 requirements. As a community banker, a CPA, and also a shareholder, I can assure you that my Company, its shareholders and the investing public received very little benefit for the expenditure of these resources.
The Advisory Committees recommendations for scaled or proportional securities regulation for small public companies are excellent. I urge the Commission to adopt all of the recommendations in the Final Report. Publicly held community banks and holding companies that are struggling with the high costs of SOX urgently need the Section 404 exemptive relief that the Committee has recommended for micro-cap and small-cap companies.