Responses to ACSPC Request for Public Input
Question 25. Is the relief provided by SEC Regulation S-B meaningful? Why or why not?
a) Should the SEC provide an alternative disclosure framework for smaller companies in the context of securities offerings and periodic reporting? Should the alternative framework be available to a broader category of companies than Regulation S-B is currently? Should the alternative framework be based on Regulation S-B or on a different approach? Could these steps be taken without impairing investor protection?
The following answers have been received:
08/02/2005 17:44:12 Not really. There is very little difference
08/03/2005 01:39:17 Not informed to comment.
08/03/2005 07:01:34 yes, keep it simple and prosecute fraud.
08/03/2005 08:55:04 Not sure
08/03/2005 10:40:26 No
08/03/2005 12:17:58 not meaningful. self evident.
08/03/2005 13:55:42 a) Yes.
08/03/2005 15:01:40 Yes, The extra time is meaninful.
08/03/2005 15:22:49 This has not been an issue for our company
08/03/2005 18:01:35 Please look into item no 29
08/03/2005 18:30:29 x
08/03/2005 19:54:33 I have no opinion on this question.
08/03/2005 19:55:50 a) SEE ITEM #5 ABOVE AND THEN ANSWER YOUR OWN QUESTION!
08/04/2005 09:39:15 No comment
08/04/2005 10:40:16 Somewhat.
08/04/2005 12:09:05 Not really. As an example, With SOX you added 152 steps and SB takes away 8. Not really meaningful help.
08/04/2005 13:38:24 It doesn't help our company.
08/04/2005 14:20:27 I will have our CFO give his opinion here.
08/04/2005 18:05:44 Not sure
08/05/2005 12:44:28 I have no comment.
08/05/2005 15:34:53 NA
08/05/2005 15:43:46 In all circumstances for small bank financial reporting it would be most beneficial for the SEC to consider use in some form of the Call Report to eliminate redundant reporting. If SEC and the FFIEC could talk to each other it would be one of the significant events ...
08/05/2005 16:45:38 Unsure, haven't read enough on this to answer appropriately and with full knowledge and information.
08/05/2005 19:33:08 Yes, it is helpful.
08/06/2005 13:52:06 Yes.
08/08/2005 11:10:11 yes. Just as the SOX 404 needs to be paired back for smaller companies, reg. S-B accomplishes for small companies. There are many items in the full Q and K that a small company would be very hard to compile, research or report on wihtout causing undue hardship and delays.
08/08/2005 14:06:10 Yes it is. Leave it as is. The information provided is not that much different.
08/08/2005 15:43:24 No comment
08/08/2005 21:39:10 It seems that Regulation SB attempted to reduce the burden to small companies, but subsequent regulations that apply to both SB and non-SB reporting make the difference somewhat meaningless. Our opinion is that if an active market for small companies to raise capital and to be a part of the U.S. securities system is desired, then regulation SB should be updated to provide true relieve, a common reporting platform for small companies, and that it could include SOX 404 compliance requirements as it relates to small companies.
08/09/2005 09:30:31 No. In the case of bank holding companies, who publicly file bank-only data with regulators each quarter, no filing with the SEC should be required.
08/09/2005 16:26:34 I don't recoganize that designation.
08/09/2005 17:25:10 N/A
08/10/2005 09:04:41 no comment
08/10/2005 16:00:18 No.
08/10/2005 17:18:15 No comment
08/11/2005 20:27:22 YES - the reduced disclosure does help smaller companies.
08/12/2005 13:12:10 No opinion.
08/12/2005 14:46:45 Not applicable
08/12/2005 16:35:01 Unknown
08/13/2005 12:39:43 Don't know
08/15/2005 14:27:30 It has not been in my experience. It is a time and space saver particularly in the area of management compensation but I think it has little actual economic or practical impact. Obviously, in a particular case (e.g. long history but short history of good financials) it could be very beneficial. My own experience with several qualifying companies is that it has not mattered much to them.
08/15/2005 15:10:05 not sure
08/15/2005 15:13:01 Not really familiar with the relief provided by S-B.
08/15/2005 15:14:45 No, it is not a significant relief. It would be easier to adopt a phase-in standard of x years before SB reporting is not the standard.
08/15/2005 16:33:43 no opinion
08/15/2005 16:41:14 no opinion
08/16/2005 09:51:21 Unsure
08/16/2005 10:21:17 No opinion.
08/16/2005 10:26:28 no comment
08/16/2005 10:44:16 I think all public companies need to be subject to same rules.
08/16/2005 11:18:54 It does not apply to us, therefore I can't comment.
08/16/2005 11:52:16 We do not use S-B so no comment.
08/16/2005 12:15:34 We are not under S-B
08/16/2005 12:40:54 Somewhat
08/16/2005 13:04:14 Yes it is and I believe the definition of small business should be extended by increasing the market cap and revenue cap. We will be going from an S-B reporting company to an accelerated filer for 2005 even though I believe we are arguably still a small company with revenue of less than $12 million and only 45 employees. Our market cap is hovering around $40-45 million but was over $50 million at December 31, 2004.
08/16/2005 13:12:04 Not sure
08/16/2005 13:19:29 No opinion.
08/16/2005 13:20:23 Not really. Its a "sub-tier" of companies who typically are using these forms
08/16/2005 13:25:32 The relief is for first time filers. Once a system of gathering information for filing is established, the reduction of S-B is minimal.
08/16/2005 13:27:00 I don't know what S-B is.
08/16/2005 14:08:05 It seems to be adequate.
08/16/2005 14:23:10 I have no opinion on the SEC Reg S-B. I generally believe that the reporting requirements should be the same for all companies.
08/16/2005 15:15:12 I have insufficient experience with Regulation S-B to intelligently comment.
08/16/2005 16:08:50 No.
08/16/2005 16:09:47 No opinion.
08/16/2005 16:16:04 Yes definitely as it requires less disclosure, overall.
08/16/2005 16:45:09 As noted above, the threshold is too low and those above the threshold are to diverse to be in a single grouping
08/16/2005 18:35:41 not applicable to us.
08/16/2005 21:29:07 Yes. Disclosures are adequate but can be produced at much lower cost.
08/17/2005 10:59:57 a) Yes.
08/17/2005 12:28:22 unsure.
08/17/2005 12:36:00 We have taken advantage of this in teh past, but the savings in time and effort were fairly minor.
08/17/2005 18:49:27 I don't know what thsi is
08/17/2005 19:31:08 Yes. It was fiings and compliance slightly easier for small business filers.
08/17/2005 21:27:12 No.
08/17/2005 22:55:14 No. There do not appear to be any significant differences in the disclosure requirements when comparing the Forms 10-QSB and 10-KSB to the Forms 10-Q and 10-K.
08/18/2005 08:03:31 Not known to us.
08/19/2005 02:56:12 Doesn't affect us much.
08/19/2005 11:44:44 The differences in being a SB filer are helpful. It would be even more laborious to meet the full requirements.
08/19/2005 13:49:01 No experience with this regulation.
08/19/2005 14:40:28 No comment.
08/19/2005 14:50:07 No opinion.
08/19/2005 17:03:28 It is meaningful, but the SEC may want to consider providing additional relief through Reg S-B.
08/22/2005 14:21:23 I will have to get input from others. Sorry.
08/22/2005 15:20:23 Yes. I believe SB financials give investors an adequate level of information and ease the burden on small companies.
08/22/2005 15:47:02 Yes.
08/22/2005 15:47:34 a) No.
08/22/2005 17:54:28 I don't have any experience with SEC Reg S-B.
08/22/2005 17:56:59 a) no
08/22/2005 19:27:18 Not familar with it.
08/22/2005 20:10:17 Not knowledgable about S-B
08/23/2005 00:42:38 not really.
08/23/2005 15:56:30 No opinion
08/23/2005 16:06:08 While I always believe there is room for improvement I think the current S-B regulations provide a meaningful reduction of the regulatory burden (with the exception of SOX 404 internal control requirements).
08/23/2005 16:49:34 Yes
08/23/2005 21:11:03 too little, too late
08/24/2005 16:19:27 Yes, slightly
08/24/2005 16:26:56 No opinion.
08/24/2005 16:54:47 somewhat
08/24/2005 20:16:09 a) SB should be extended to include a broader range of smaller companies and should be based on Reg S-B
08/25/2005 15:23:41 N/A
08/25/2005 17:02:43 No. In fact, the lack of ability to incorporate by reference as much as non-S-B filers is often problematic and costly.
08/26/2005 12:41:42 There does not appear to be a significant decrease in the level of required disclosure.
08/26/2005 13:07:22 No Comment.
08/26/2005 15:31:29 Appears adequate
08/26/2005 16:22:08 I'm not sure. I've never dealt with the rules.
08/27/2005 11:21:03 Yes. The SB disclosures are appropriate. Adding a 3rd year of financial results wouldn't help. Small companies rise and fall on the assessment of their products or services viability, not on whether they can make money.
08/29/2005 10:21:15 We do not currently qualify under Regulation S-B, so we cannot speak as to its effectiveness in alleviating the burden.
08/29/2005 10:21:25 We do not currently qualify under Regulation S-B, so we cannot speak as to its effectiveness in alleviating the burden.
08/29/2005 11:21:29 Yes, but it should be expanded to companies with a market capitalization of $50 million.
08/29/2005 14:18:47 I have no impression to share on this question.
08/29/2005 14:53:30 Yes.
08/29/2005 15:31:21 Do not know
08/29/2005 16:20:53 Yes, because of manpower needed to comply with standards.
08/29/2005 17:12:26 The additional days for filing 90/45 are helpful and also the certain areas of reduced reporting.
08/29/2005 17:36:32 Unable to comment
08/29/2005 19:02:32 At present, I don't know what that is.
08/29/2005 21:00:01 The S-B only allows a few companies to take advantage to such relief. However, such relief would be meaningful due to less stringent guidelines.
08/30/2005 15:04:16 Yes, the reduced disclosure requirements provide smaller company's with some relief. However, many areas could still be reduced such as acquisitions, the pro-forma information requirements and need for continuous auditor consents in every update of a registration statement.
08/30/2005 15:07:00 Every bit of relief is helpful to smaller companies.
08/30/2005 16:27:18 a) Include companies with float less than $100 million.
08/30/2005 17:08:46 We do not qualify for small business issuer status and hence are not familiar with the relief provided by Regulation S-B.
08/30/2005 17:23:36 No. We started out as an S-B filer, and I see very little difference in reporting requirements. It is more confusing than anything else.
08/30/2005 18:26:14 N/A
08/30/2005 18:48:02 Yes, Reg. S-B is meaningful. It's better than nothing.
08/30/2005 21:39:41 Yes, we believe Regulation S-B should be expanded to match what the final definition of a small/smaller company is.
08/30/2005 23:57:28 Yes. it is a kind of benefit to employee.
08/31/2005 08:31:59 We are not SB filers.
08/31/2005 10:19:14 No comment
08/31/2005 14:32:46 Regulation S-B does not contain proper relief for small companies. Other than fair market vaulations and market risk assessment, S-B filers, for the most part, fall under the same guidelines as regular filers. There needs to be a better system for classification as a small business filer. Market capitalization and/or sales volume don't provide enough distinction.
08/31/2005 16:13:45 We have gone from being an S-B filer to nonS-B and the differences are significant.
08/31/2005 16:16:33 No comment.
08/31/2005 17:16:33 No opinion
08/31/2005 18:22:30 The concept is helpful, but the passage of time has reduced the relevance. We believe there should be distinct categories for companies by size with the size classification covering all elements of regulation, such as periods reported, depth and types of disclosures, auditor independence, filing deadlines, etc.
08/31/2005 18:23:08 Yes to those that meet the criteria; but the criteria for qualifying as a small business is too small.
08/31/2005 19:16:05 25. The quarterly financial filings, which were originally intended to be summary disclosures are becoming far more complex and lengthy. In many cases, they are becoming a rehash of data that was covered in the annual report and has not changed significantly. Does the investor want to inundated with repetitive detail or do they simply want to see the changes in direction, positive or negative of their investments?
09/01/2005 14:30:54 As an S-B filer, we feel that the relief provided in terms of disclosure to be useful, however more relief should be given.