September 14, 2011
As a medium sized domestic carpet amnufacturer with a market cap of approximately $50 - $75 million and revenue of $250 million, we are being squeezed between the desire to remain a pulbic company and the increasing costs of being public. We have many areas of concern but there are several rather simple changes that we believe could reduce the complexity of compliance rather easily.
1. Eliminate mark to market accounting for type 2 and 3 classifications. We used to spend $10,000 per year on an outside consult. We have managed to develop an internal model to mark our debt to market but it still costs us over $1,000 per year for the data sources. We have never been asked by anyone about this data and furthermore, at several investor conferences, when I have asked I have been told that no professional would use that data as a basis to make a decision. If the professional investor scoffs at the value of the information, why do we have to provide that data? At a minimum it would be better if the PL was still closed on a historical cost basis and then offer a parrallel balance sheet to show the effect of mark to market for those items directly marketable. We do not trade for our own account and we see the excercise as useless.
2. Simplify the rules for hedge accounting treatment for interst rate swaps. They are so complex and difficult we have had trouble as we refinance to be able to maintain swap compliance. The swing on the PL for desdesignation and redesignation is large, non cash and inconsistent. This rule was written by someone who does not live in the real world and is overly complex and restrictve. We had to de-designate a swap soley because it had a cancel option that the accountants said was not proerly modeled correctly. The difference was valued at $10,000 on a $25 million swap but he PL impact was $400,000
3. Re-write the proxy rules so it is easy to comply. I had to pay over $80,000 in legal fees to insure my proxy complied with all of the latest changes in compensation presentation and reporting last year.
4. Focus on clear and precise language so compliance is easy to obtain, not difficult. We spend approximately $300k in legal expense for SEC compliance on top of the $500k in audit fees. These are largely to insure that we are reading the very complex rules correctly.
Than You.