Andover Commtech » Public Company

Initial Public Offerings: Benefits and Drawbacks

admin — Sat, 17 Jul 2010 02:31:43 +0000

Initial public offering can be an excellent way for a corporation to raise a large amount of capital. In an initial public offering, a corporation’s shares are made available to the general public, thus providing a substantial influx of cash. The term applies only the first of such offerings, and any later offerings are referred to as secondary market offerings.

The benefits of an initial public offering are numerous. In addition to the financial gains, a company that decides to go public will also increase their public awareness and credibility.

Since public companies are more carefully and closely monitored than private companies, many investors feel that that they make for more stable investments. This increased demand is reflected in a higher overall valuation of the company. In addition, media outlets are generally more willing to cover public companies, so publicity generally increases.

Going public also increases the liquidity of company shares, further increasing the value of the company. At the initial public offering, a market is created for the company’s shares, allowing investors to trade freely. That freedom to sell as necessary lowers the risk involved in holding shares, thereby increasing value.

For a company that has difficulties attracting and retaining quality employees, going public can offer another form of compensation. While shares of a company can certainly be offered as compensation by private companies, they are even more valuable when they have the liquidity and stability that comes with going public. In addition to increasing morale, stock options help to align the incentives of employees to those of the company.

The owner of the business may enjoy similar benefits after going public. His or her shares immediately take on a liquid, easily calculated value. While there are restrictions on when those shares may be traded, the overall value of the owner’s percentage should increase after the initial public offering. In fact, many business owners decide to go public as an exit strategy. Once the company is public and shares can be sold, it becomes much easier to remove oneself from ownership.

For all the benefits of an initial public offering, the process is not without its drawbacks. Those who enjoy the autonomy of owning a private company may not enjoy having to answer to shareholders after going public. Instead of acting purely in the interest of the company’s long-term well-being, management may feel pressured to take actions to maximize immediate returns.

Lack of control doesn’t end with management decisions. The decision to go public can also leave a company vulnerable to hostile takeover if insiders don’t retain a sufficient percentage of outstanding shares. Although extremely rare to occur, for that reason, some companies choose to restrict the number of shares issued. While this is effective, it also limits the total capital raised. As an alternative, other corporations issue shares with voting restrictions. These restricted shares are valued less than unrestricted shares, so this scenario also raises a smaller amount of capital.

Even before the initial public offering is complete, it can have some negative effects on the corporation. The process of going public is both time-consuming and expensive, and can divert employees from day-to-day activities. It’s not unusual for underwriting fees and related expenses to cost 10-20% or more of the total funds generated by the offering.

After the initial public offering takes place, higher expenses continue in the form of increased reporting requirements. Taxes become more complicated, required disclosures increase, and the company becomes subject to a host of SEC requirements regarding activity of the company and its executives.

While an initial public offering isn’t right for every company, the decision to go public is certainly appropriate for many. If a corporation can shoulder the burdens of additional expenses and profit-driven stockholders, it’s certainly an option worth pursuing. The major influx of cash that going public can provide might be just what it takes to bring a company to the next level.

Public Company Accounting Oversight Board Registered Certified Public Accountants

admin — Sat, 19 Jun 2010 06:27:42 +0000

All Certified Public Accountants (CPA’s), in the US and foreign, that provides audited financial statements for public companies registered with the SEC (Securities and Exchange Commission) must be registered with the Public Company Accounting Oversight Board (PCAOB), sometimes referred to as Peekaboo. The PCAOB is a private-sector, nonprofit corporation that was created by the Sarbanes-Oxley Act of 2002 which is under the jurisdiction of the SEC. The Sarbanes-Oxley Act and the creation of the PCAOB were a result of the accounting fraud scandals of Enron and WorldCom.

Only Certified Public Accountants (CPA’s) can prepare audited financial statements on behalf of a business or non-profit organization. In order for a non-certified accountant to become a CPA, the accountant needs to work for an accounting firm for a few years, acquire five hundred hours of auditing time, and pass a test from the American Institute of Certified Public Accountants as well as from their state. A CPA also must take 120 hours of continuing education courses every three years to maintain their license.

The purpose of the Public Company Accounting Oversight Board is to oversee auditors, (accounting firms, CPA’s, accountants) of public companies in order to protect the interests of investors and further the public interest in the preparation of informative, fair, and independent audited financial statements. The PCAOB’s goal is to improve the quality of audited financial statements, reduce the risk of auditing failures, and increase public trust in financial reporting processes and of the auditing profession. The PCAOB has established auditing, quality control, ethics, and independence standards to be used by registered public accounting firms and CPA’s in the preparation of audited financial statements for publicly traded companies, as required by the Sarbanes-Oxley Act of 2002 and the rules of the Securities and Exchange Commission (SEC).

The Sarbanes-Oxley Act of 2002 requires the PCAOB to: register all accounting firms, CPA’s, and accountants that audit public companies; inspect all registered firms and CPA’s annually for those who annually audit over 100 public companies and a minimum of once every three years for those that audit under 100, assess the degree to which the firms and CPA’s comply with the act, the rules of the PCAOB and the SEC, professional standards in connection with the performance and issuance of audited financial statements and attest services; related matters involving public companies, and investigate and discipline any firms and CPA’s whom are in violation of specific laws or standards. All firms and CPA’s are still required to have peer review of their auditing and accounting practice in order to satisfy the American Institute of Certified Public Accountants (AICPA) membership, federal regulatory (Generally Accepted Auditing Standards) and/or state licensing requirements. There are currently over 2,000 public firms registered with the PCAOB, with more pending registration. A list of current and pending registered firms can be found on the PCAOB website.

The PCAOB currently has pending a requirement that all registered firms and CPA’s submit an annual report on Form 2, provided on the PCAOB website, by June 30th, except for those firms and CPA’s that have been registered between April 1st and June 30th of that year. Also they will be required to pay an annual fee to the PCAOB by July 31st. As these requirements are still pending approval, the annual report and fees are not required for the 2009 calendar year deadlines. In these reports the registered CPA’s must provide various information for the year including: audited financial statement reports issued during the year; disciplinary history of any accountants that joined the firm during the year; a break down of the fees for services provided to all clients during the year, showing the percentage of the fees billed to public audit clients for audit services, other accounting services, tax services, and non-audit services. The PCAOB also requires registered CPA’s to submit special reports on Form 3 within 30 days of the occurrence of the special event. Such special events include change of name or contact information, withdrawal of an audited financial statement by an auditor if the client did not report withdrawal in the 8-K filing with the SEC, and if legal, administrative, or disciplinary action have been taken again the firm or its related accountants. These reports, along with reports from the PCAOB on its inspections of public company audits will be available to the public on their website.

It is the responsibility of the registered CPA’s that audit financial statements for public companies to provide accurate and independent reports. By following the rules and regulations of the PCAOB, AICPA, and GAAP, registered CPA’s can provide the highest quality of audited financial statements that fairly and accurately represent the public company, detect material misstatements and false or missing information caused by fraud, and protect the interest of investors.

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admin — Sat, 08 May 2010 09:29:17 +0000

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