March 21, 2006
As CFO of Edgewater Technology, Inc., I was encouraged to learn that the SEC had established the Advisory Committee on Smaller Public Companies. As a CPA, I understand the need to ensure that financial statements are accurate and complete and I believe many companies are operating "by the rules". That being said, many microcap companies are spending an inordinate amount of time and money complying with the provisions of the Sarbanes Oxley of 2002 (especially 404) and I think a balance needs to be struck.
Edgewater's Size:
Under the proposed recommendations, Edgewater would be considered a microcap company, with less than a $70 million market cap and $40 million in estimated revenues.
Costs:
Today, Edgewater trades close to the $75m threshold, which is concerning for us as we approach the June 30, 2006 measurement date. Further, Edgewater is concerned that we will have to spend an extra $400,000 in audit fees to complete our SOX 404 testing for the 2006 year if we indeed trip the $75 million threshold. To put this in perspective, that would be $400,000 in extra expense, compared to total earnings of $1,599,603 for all of 2005.
To date, Edgewater has spent close to $200,000 in SOX 404 readiness, or $0.02 per share, even though we have received a deferral from SOX 404. This expense is related to hiring additional internal resources as well as engaging an outside firm to help with controls documentation.
Final Comments:
Edgewater fully supports the Committee's recommendation that microcap companies be exempt from the external audit requirement of SOX 404, but continue to complete management's assessment of internal controls under SOX 404 as well as maintain required corporate governance standards.
This appears to be a reasonable and balanced approach. Management can continue to evaluate the effectiveness of its internal controls, while auditors continue to place heavy scrutiny on their audits, which certainly has been the case.
I respectfully sumbit that the permanent exemption be accepted by the SEC and Congress for all companies meeting the requirements set forthin in File Number 265-23.