On February 2, 2012, Louis J. Camarella, Jr. CPA/ABV/CFF, ASA will be making a presentation at the Business Valuations educational conference sponsored jointly by the Business Law Section of the Monroe County Bar Association and the Rochester Chapter of the New York State Society of CPA’s. Lou is a partner in EFP Rotenberg’s consulting affiliate, StoneBridge Business Partners. The topic of his presentation is “Preparation and Processes for Merger & Acquisition Transactions.”
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EFP Rotenberg's Karen Gottermeier has been featured as a part of SUNY Brockport's "Profiles", an online archive dedicated to students and alumni who have made remarkable contributions and accomplishments in their field of study. You can view Karen's profile here.
Congratulations Karen!
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Jim Marasco will be presenting at the AFP of Western New York's Winter Conference being held January 25th, 2012. As part of the conference, Jim will be hosting a presentation on fraud and threats facing organizations in the information age. Hi-tech fraud schemes and the risks that expanding technology poses to organizations will be discussed.
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NYS lawmakers recently restructured the state's tax code, passed funding for infrastructure projects, reduced the MTA payroll tax and provided relief funds for flood victims. The purported new tax structure is as follows: $40k-$150k, 6.45%; $150k to $300k, 6.65%; $300k to $2M, 6.85% and over $2M at 8.82%. This rate change is anticipated to generate $2 billion in additional revenue for the state. Within this package there is also a potential for a one year extension of the NYS Qualified Emerging Technology Company (QETC) credit.
For more information on how the QETC changes might help your business, contact one of our QETC team members.
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POTENTIAL CHANGES ON THE HORIZON FROM THE PCAOB
The Public Company Accounting Oversight Board (PCAOB) intends to propose a new auditors’ reporting model in the second quarter of 2012. In June 2011 the PCAOB board issued a concept release which presented several alternatives for changing the auditors’ reporting model. These potential changes include:
- The addition of an auditor’s discussion and analysis (AD&A);
- Mandatory and expanded use of emphasis paragraphs;
- Auditor assurance on other information outside the financial statements; and
- Clarification of language in the standard auditor’s report.
This concept release comes in response to investors who have expressed concern that the current auditor reporting model doesn’t provide investors with adequate forewarning of a company’s financial trouble. Investors are seeking more information from auditors about risk and what auditors have done to respond to risk. Many investors want to better understand materiality levels and factors used to determine such levels and significant estimates and judgments made by management and how the auditor assessed those.
The Board held a public roundtable in mid-September. Comments on the concept release were due by September 30, 2011. The Board will be considering the feedback received in developing and proposing a new model during 2012.
The PCAOB is also considering a requirement for mandatory audit firm rotation for public companies. The PCAOB in August 2012 issued a concept release examining potential limits on audit firm tenure with public companies.
Although mandatory firm rotation may be a difficult concept to grasp and implementation may prove to be costly, the concept has gained momentum in Europe. On November 30, 2011, the European Commission released a proposal which included mandatory audit firm rotation. The European proposal, if approved, will result in significant changes between public companies and their auditors including: limiting the period that an outside auditing firm can perform audits for a company to six years followed by a four-year cooling off period; prohibiting audit firms from providing nonaudit consultancy services to their audit clients; and requiring public companies to have an "open and transparent tender procedure" for selecting a new auditor.
The PCAOB concept release seeks comments on questions such as whether the Board should consider a rotation requirement only for audit tenures of more than 10 years or only for the largest issuer audits and whether mandatory firm rotation would enhance auditor independence, objectivity and professional skepticism. The Board will conduct a roundtable discussion in March 2012.
Stayed tuned as the PCOAB continues to refine its position on these matters. The potential changes on the horizon, if approved, will have a significant impact on public companies and accounting firms.
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On November 9, 2011, The SEC tightened the rules that companies wishing to go public through the reverse merger process will be subjected to. Effectively immediately, reverse merger companies will now be required to undergo a "seasoning period" of one year during which companies will be restricted to trading only on a U.S. over-the-counter market or has been listed in a foreign stock market for a minimum of a year, submitted audited financials to the SEC. These reverse mergers must also meet a minimum share price requirement of a $4 closing price for 30 of the 60 days before applying to list with an exchange. Rules have not changed with respect to filing financial statements according to listed-company standards.
The updated rules are expected to reduce the ability for companies to artificially inflate prices in response to growing concerns of Chinese companies taking advantage of loose standards. The SEC's ruling is intended to benefit both investors and issuers. Reverse merger companies may be exempt from the rules if the listed shares are in connection with an underwritten public offering or if the reverse merger occurred at least four years ago and annual reports have been filed since.
The SEC ruling can be read in its entirely using the following link: http://sec.gov/news/press/2011/2011-235.htm
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The partners at EFP Rotenberg, LLP proudly announce the following new hires: Kyle Edkin, Supervisor in the Assurance Department; Brian Masters, Senior Accountant in the TBS Department; Richard K. Mather, Staff Accountant in the TBS Department; and Caitlin A. Perry, Staff Accountant in the TBS Department.
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The Partners of EFP Rotenberg, LLP are pleased to announce that William McDonald, CPA has been admitted to Partner.
Bill McDonald has been with EFP Rotenberg, LLP since 1999. He manages a wide variety of audit engagements for the firm, and provides supervision and training for staff on audit procedures, audit standards and other technical issues. Bill’s key practice areas are in healthcare (specifically hospitals and nursing facilities), not-for-profit, governmental accounting, manufacturing and ERISA engagements which include defined benefit, defined contribution, as well as health and welfare plans.
Congratulations Bill!
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The Partners at EFP Rotenberg, LLP proudly announce the following new hires: Bryan Li, Senior Accountant in the SEC-Attest Department; Maggie Haman, Staff Accountant in the SEC-Attest Department; Kathryn Snyder, Senior Accountant in the Attest Department; Terrence Burns, Staff Accountant in the Attest Department; Kelsey Dolfi, Staff Accountant in the Attest Department; Jacqueline Modera, Staff Accountant in the Attest Department; Amanda Wood, Staff Accountant in the Attest Department and Ryan Miller, Staff Accountant in the Attest Department.
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