Sent: Tuesday, May 21, 2002 11:15 AM 
Subject: File No. S7-08-02 
 
May 21, 2002 
 
 
 
Mr. Jonathan Katz 
 
Secretary 
 
Securities and Exchange Commission 
 
 
                 Re: Proposed Accelerated Reporting Rules 
 
 
Dear Mr. Katz: 
 
 
As the CFO of a company that recently went public I must register 
genuine concern about the proposed acceleration of reporting 
deadlines for Forms 10Q and 10K.  This will cause reported 
results to be less accurate and severely limit the time available 
for our management, auditors, audit committee and attorneys to 
perform their respective review functions.  The whole idea of 
accelerating these timetables appears to be a knee jerk reaction 
to the recent "Enron crisis".  The credibility problems incurred 
by Enron and others had to do with misleading disclosures, 
conflicts of interest by research analysts, serious omissions and 
non timely reporting of insider sales of stocks.  Accelerating 
the 10Q and 10K reporting deadlines will not address these real 
problems.  In fact, the proposed rule might inadvertently 
exacerbate the problems by limiting the time the auditors, 
management, audit committees and attorneys have to review these 
disclosure statements. 
 
While I applaud the theory of getting information to the 
investing public more quickly I see limited benefit of the 
acceleration by 15 days for Form 10Q filings and 30 days for Form 
10K filings.   With the amount of data available on companies in 
the form of research reports, analyst estimates and management 
guidance, the quicker filing of historical information will 
achieve little additional benefit when weighed against the costs.  
Companies are not prevented from filing early now but how many 
do?  Very few I suspect. There may be a reason for that.  There 
is a great deal of information that needs to be disclosed and our 
company has fairly formal reviews by management, the audit 
committee, outside auditors and attorneys.  Something will have 
to be sacrificed in order for our company to meet these proposed 
deadlines.  I expect that we will close our books early and make 
reasonable management estimates for the last month or last few 
weeks of the reporting period.  This will not enhance the 
accuracy of the statements.  Some firms may have a type of 
business and/or systems that can meet these reporting deadlines 
without significant loss of accuracy but to mandate a "one size 
fits all" solution is unreasonable. 
 
Our audit committee is comprised of independent and professional 
members who lead busy lives outside our firm.  It is difficult to 
close the books, prepare the required financials, have the 
auditors perform their review/audit and schedule the required 
review meetings for this committee and others in time for the 
current filing deadlines.   Acceleration of the deadlines will 
lessen the reviews and perhaps compromise the accuracy of the 
data.  Furthermore, there will be a further scheduling conflict 
with our auditors who will have compressed work schedules.  Their 
reviews will be hastened and their employees will be hustled 
between clients to get the worked done.   None of this will 
enhance the accuracy and completeness of the reports if the 
proposed rules are adopted.   
 
Accordingly, I strongly protest these proposed accelerated filing 
requirements.  While I believe they are well intentioned they 
will not give the desired results.  It has been suggested 
instead, that companies refrain from filing earnings releases 
until they file their 10K of 10Q or at least shorten the time 
between these two events.  That makes infinitely more sense.  In 
fact, this may result in quicker filing of 10Q's and 10K's for 
certain firms.  Alternatively, you might want to address "non-
GAAP" or "proforma" disclosures on earnings releases.  Part of 
the real problem is the way some firms are inventive with how 
they disclose their earnings which may differ from the subsequent 
earnings filed in their 10Q or 10K.  Restricting these 
"differences" would enhance reporting accuracy but mandating of 
quicker filing deadlines will most likely have the opposite 
effect. 
 
Sincerely, 
 
 
Stephen Melvin 
 
Chief Financial Officer 
 
The Princeton Review, Inc