Public Companies
We do not believe that Moss Adams or the organizations we serve should expect or receive special treatment from the Securities and Exchange Commission. However, we do take pride in our familiarity with SEC protocol and personnel that allow us to solve problems expeditiously. The SEC/Corporate Finance Practice at Moss Adams includes four professionals who were Professional Accounting Fellows in the Division of Corporate Finance at the SEC in Washington, D.C.
Case Histories
Resources for Public Companies
Navigating the SEC detailed operations can be challenging without experience and familiarity. The ability to identify and follow the practices and procedures that will quickly bring results is essential for public companies in the audit, review, or registration processes.
In one instance, a client was attempting to file a registration statement at a time when IPO volumes at the SEC were high. The registration statement was incomplete because it did not include the required audit of a significant subsidiary. Completing the annual audit in the next two months would have solved the problem, but the underwriters wanted to file as soon as possible to receive staff comments that would be effective immediately. A call by the Moss Adams partner to the SEC Chief Accountant established the ground rules and provided the needed exception to place the client in the queue at a time when the IPO strain made such requests difficult. The problem was solved in less than 12 hours and the registrant completed a successful offering.
Responsiveness
A client received a comment letter from the SEC regarding the company’s recent S-1 filing, for which the current independent auditors were not providing assistance to develop an appropriate and timely response to the Commission's accounting comments.
Our client's CFO contacted one of our SEC partners, who immediately responded to the company's need for an advisor to review the draft responses and provide input in completing them before the looming SEC deadline. Due to the partner's experience at the SEC as a Professional Accounting Fellow, the responses were crafted with specific knowledge of the technical matters, and in the manner and form that the SEC prefers.
The company was able to meet the SEC deadline and to file the Form S-1 in a timely manner for the benefit of its shareholders. The company also made a positive impression with the SEC by offering professional, responsive answers to the comment letter.
Competitive Advantage
A publicly-held, Silicon Valley-based software developer projected dramatic increases in production volume due to a highly anticipated new product launch. However, the company was not confident that its current outsourced manufacturer could keep up with the expected production demands. Due to the technical nature of the manufacturing, high-quality labor was essential. At the increased volume, the outsourcing partner could not make the company’s product economically. The company needed a cost-effective, tax-efficient manufacturing solution.
A Moss Adams tax partner worked with the company to select an overseas location where significant labor cost savings and tax incentives could be obtained. Once the location was selected, the tax partner helped the company establish the subsidiary and worked with reputable local counsel to secure tax incentives from government officials.
By placing the manufacturing operation in the selected overseas location, the company obtained significant initial tax incentives for supporting growth of the local economy. By reinvesting the overseas subsidiary’s income back into the manufacturing operation, the company can continue to defer U.S. taxes while receiving additional “tax holidays” from the local government.
The software company was able to dramatically lower manufacturing costs and to retain its pricing advantage in the highly competitive software market. The company continues to be a significant player in the software market today.
Public Companies Contacts
For All Regions
David Follett
206-302-6422
Northern California
Derek Dowsett
415-677-8275
Southern California
Todd Van der Wel
310-481-1206
Pacific Northwest
David Follett
206-302-6422
