Grant Thornton Commends SEC on Granting Mid-Cap Companies Additional Time on Internal Controls.

CHICAGO -- Grant Thornton today announced that it supports the SEC decision to allow mid-cap companies an additional 45 days to file their audited assertions regarding internal controls as required by Section 404 of the Sarbanes-Oxley Act of 2002.

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The proposed change affects companies meeting the SEC's current definition of "accelerated filers" who have a fiscal year ending between and including Nov. 15, 2004 and Feb. 28, 2005, and public market capitalization less than $700 million as of the end of their latest second fiscal quarter in 2004.

For those companies, the SEC has granted up to an additional 45 days to include management's report on internal control over financial reporting and the related auditor's report on management's assessment of internal controls over financial reporting in their annual reports.

"It is important to note that this delay only impacts the filing of the Section 404-related information and does not impact the filing deadline for all other information required in annual reports, including audited financial statements, which is currently 75 days after the end of the fiscal year for accelerated filers," said Nusbaum.

The additional internal control assertions and auditor's opinions would then be included in an amended Form 10-K within the new 45 day window.

It is also important to note that the exemptive order does not allow a company to delay disclosing material weaknesses of which it becomes aware prior to filing its Form 10-K. In other words, material weaknesses known prior to the 75 day Form 10-K filing deadline must still be disclosed in that filing.

In light of the SEC's exemptive order, the PCAOB voted today to temporarily allow auditors to date their internal control opinion as of a different date than their financial statement audit opinions. Prior to this vote, auditor opinions on internal controls were to be dated as of the same date as their financial statement audit opinions.

"This delay does introduce the possibility that companies will issue audited financial statements within the 75 day filing period and subsequently identify material weaknesses that could potentially impact those financial statements," said Nusbaum. "We encourage companies and their auditors to complete as much of the internal control evaluation and testing work as possible prior to the filing of their original Form 10-K."

Grant Thornton International is the world's leading accounting, tax and business advisory organization dedicated to mid-cap companies. Through its network of 585 offices in 110 countries, including 50 offices in the US, partners of the member firms of Grant Thornton provide personal attention and seamless service delivery to public and private clients around the globe. Grant Thornton LLP's web site is www.Grant Thornton.com.

Grant Thornton International is the world's leading accounting, tax and business advisory organization dedicated to mid-cap companies. Through its network of 585 offices in 110 countries, including 50 offices in the US, partners of the member firms of Grant Thornton provide personal attention and seamless service delivery to public and private clients around the globe. Grant Thornton LLP's web site is www.GrantThornton.com.