Tag Archives: Corporate

SEC Focus Area – Critical Accounting Estimate Disclosures

In recent speeches SEC Staff members have emphasized the importance of appropriate disclosure of Critical Accounting Estimates. In this blog entry we will go a bit further. We will:

  1. Review some typical comments the staff has been including in comment letters, and
  1. Show you how to find and use the actual guidance for disclosure of Critical Accounting Estimates.

In our workshops we unfortunately find a fair amount of confusion about the SEC’s requirements in this area.

Just what is the SEC Staff saying to registrants about this disclosure? Here are some representative comments. (Fortunately most of these comments are “fix in future filings” comments!)

First, a comment that simply tells a registrant what they are, and where to find the guidance. Note the language that makes it clear this is very different from the Summary of Significant Accounting Policies!

  1. We note your response to our prior comment 3. The proposed disclosure for your Critical Accounting Policies within Management’s Discussion and Analysis appears to be a duplication of the accounting policies already disclosed in the footnotes to your financial statements. Please note that the objective of the Critical Accounting Policies within Management’s Discussion and Analysis is different from that of the Summary of Significant Accounting policies included in the footnotes to your financial statements; the objective of the Critical Accounting Policy disclosure is to address material implications of uncertainties associated with the methods, assumptions and estimates underlying the (application of) your critical accounting measurements. Refer to FR-72, which can be found on our website at: http://www.sec.gov/rules/interp/33-8350.htm. Please modify your proposed disclosure within Management’s Discussion and Analysis to eliminate repetition of the accounting policies disclosed elsewhere in your filing and, to the extent not disclosed elsewhere, include disclosure that addresses the specific methods, assumptions and estimates underlying the your critical accounting measurements

Next, here are three comments to illustrate the level of analysis that the SEC Staff expects in your discussion of the historical and potential future variability in financial results related to Critical Accounting Estimates.

  1. We refer to the following disclosures from your Critical Accounting Policies found on page 53, “In establishing our credit practices, we seek to strike an appropriate balance between prudent learner credit policies and learner retention. Accordingly, we periodically review and alter learner credit policies to achieve that objective by restricting or expanding the availability of credit we extend.” Please tell us in detail about the facts and circumstances that have caused you to review and alter learner credit policies in the past.

Goodwill impairment uncertainty is a frequent comment area:

  1. We note your response to prior comment 4 indicating that you will include additional related disclosures if any of your reporting units are at risk of failing step one of the impairment test. If none of your reporting units are at risk of failing step one, please tell us what consideration you gave to disclosing that conclusion. In addition, tell us whether the estimated fair values of any of your reporting units substantially exceed the carrying values, and consider disclosing any such determination. Tell us your threshold for determining that the excess is substantial.

And this last comment is just good, sound analysis:

  1. We note the reduction in your allowance for doubtful accounts as a percentage of total accounts receivable from July 31, 2013 (18.1%) to July 31, 2014 (14.7%). Please describe to us the factor(s) that resulted in the reduction (e.g. changes in the category of outstanding receivables, the composition of the aging or the Company’s accounting policy or methodology with respect to the allowance from the prior period). Also confirm to us that you will clearly describe any significant factor(s) that influenced management’s judgment with respect to the estimate of allowance for doubtful accounts in future filings.

So, just where is the current guidance for Critical Accounting Estimate disclosure? There is a bit of confusion here! This all started in the post-Enron period with FR 60 (the FRs are Financial Reporting Releases, interpretations that are approved by the SEC Commissioners). This release addressed the aggressive use of accounting principles and required disclosure of “Critical Accounting Policies”. It also required that this disclosure be made in plain English. It was issued very quickly in order to apply to year-end 2001 financial statements, and was called a “Cautionary Advice”. As this disclosure was a very new concept, it did not describe in great detail exactly what a critical accounting policy was or what disclosures should be made. You can find this brief FR, for perhaps historical purposes, at:


The key reason the FR was short was that the SEC planned to make a formal rule concerning this disclosure. The rule was proposed, but was never actually finalized.

The reason the rule was never finalized is that the SEC instead addressed this disclosure in FR 72. You can find the current guidance in FR 72 way towards the end in Section V. Here is the release, just scroll way down:


(Note the evolution in terminology from Critical Accounting Policy to Critical Accounting Estimate.)

If you read this brief Commission interpretation and keep in mind the comments above, you will create meaningful disclosure in this area. A few points to consider:

  1. Critical accounting estimate disclosure is NOT the same as accounting policy disclosures.
  2. You could start with the idea that you have far fewer Critical Accounting Estimates than accounting policies, perhaps three to five as a starting point.
  3. Be sure to address what makes the estimate critical and uncertain, and why the impact could be material.
  4. Include quantified sensitivity analysis that will help investors understand the potential impact if the estimate were to change.

We hope this helps, and as always, your thoughts and comments are appreciated!

Heads-Up – A Revisit of Current vs. Non-Current Debt Restatements

Heads-Up – A Revisit of Current vs. Non-Current Debt Restatements

In our discussions with Workshop participants we are hearing about a trend in how banks and companies are structuring new and revised lines of credit. And, one of the issues we are seeing is evoking a strong feeling of déjà vu!

You may remember that in the early days of the post-SOX era there was a wave of restatements relating to errors in the current versus non-current classification of revolving lines of credit.

The issues centered on an old EITF abstract – EITF 95-22 – Balance Sheet Classification of Borrowings Outstanding under Revolving Credit Agreements That Include both a Subjective Acceleration Clause and a Lock-Box Arrangement. The EITF abstract was about 10 years old when all the restatements happened. The issue involved is very arcane, and since it was very old, it almost seemed like we had all forgotten about this abstract. (This was pre-Accounting Standards Codification of course, so the original abstract is superseded with the guidance contained in ASC 470.)

The portion of the guidance that is relevant is in ASC 470-10-45 paragraphs 4, 5, 14(a) and other locations. It essentially requires that if a revolving line of credit has a bank-required lock-box arrangement where the bank controls the lock-box and a “subjective acceleration clause” then the debt is to be considered current. The issue here is that paragraph 14(a), which contains the guidance for short-term obligations expected to be refinanced long-term, contains a condition that the debt only be cancelable within one year of the borrower’s balance-sheet date by the lender if the borrower violates an objectively determinable or measurable provision of the agreement. The subjective acceleration clause does not meet this requirement, and therefore the related debt cannot be classified as non-current.

We know this is a pretty techy issue, but if you are negotiating a new or revised line of credit, watch out for this one! A very careful review of ASC 470-10-45 paragraphs 4 and 5 will be appropriate. The language here is very complex, and if you have the issue you will likely require some time to properly address!

Two other considerations:

First, for MD&A, it would likely be appropriate to discuss the nature of this financing in the Liquidity and Capital Resources section.

Second, this debt should be included in the table of contractual obligations. As frequently happens with the table, the question of where to include it arises. The likely appropriate answer may vary from company to company, and as the SEC says in FR 83:

“The purpose of the contractual obligations table is to provide aggregated information about contractual obligations and contingent liabilities and commitments in a single location so as to improve transparency of a registrant’s short-term and long-term liquidity and capital resources needs and to provide context for investors to assess the relative role of off-balance sheet arrangements”It then goes on to say:

“Uncertainties about what to include or how to allocate amounts over the periods required in the table should be resolved consistent with the purpose of the disclosure”

So, use of judgment is appropriate. Including the cash flows in the period you expect them to occur and a footnote could be one approach.

As always, your thoughts and comments are appreciated!

XBRL Taxonomy Developments – Usually two or perhaps three for a while?

The SEC has formally approved the use of the 2015 XBRL Taxonomy. While this has not yet been generally announced in a press release it is highlighted with a “New” label on the SEC’s XBRL page at:


Generally, when a new taxonomy is approved the SEC discontinues use of the oldest taxonomy. They usually allow the use of two taxonomies, the newest year and the next newest year. (The FASB publishes a new taxonomy every year and submits it to the SEC who after review approves it for use by companies).

Now that the 2015 Taxonomy is approved for use the next earliest year, 2014 is also allowed, and the year before that, 2013, will be discontinued soon. Currently, as we approach quarter end, the SEC is allowing the use of all three of these taxonomies, 2015, 2014 and 2013. Likely the 2013 taxonomy will be discontinued soon, so if you are still using the 2013 Taxonomy it will be time to update soon. You should monitor the approved taxonomies at:


As mentioned, the FASB is now responsible for maintaining the US GAAP Taxonomy. At the FASB’s webpage you can find out about their project to simplify the taxonomy. It would be hard to find anyone who would not support that project!


And, just in case you have not heard about them yet, you can also find several implementation guides for specific tagging issues at the FASB’s webpage also. Check out:


Hope all this helps, and as usual your thoughts and comments are welcome!



It’s 10-K Time!

As we move into February, the filing deadlines for Form 10-K annual reports for calendar year-end companies are approaching quickly! And, as we do every year, we are all thinking about two key issues:

1. Are there any new issues that should be dealt with in this year’s 10-K, and

2. Are there any areas where I can make the 10-K better.

At the end of January Carol and George presented a One-Hour Briefing to help start the 10-K Tune-Up process. We are going to present a series of blog entries to explore some of those issues and dig a bit more deeply into some of them than we could in the One-Hour Briefing.

(In case you missed it the One-Hour Briefing is archived at:

www.pli.edu/Content/OnDemand/First_Annual_Form_10_K_Tune_Up/_/N-4nZ1z122ez?fromsearch=false&ID=250112 )

These are the topics we addressed:

New and emerging Issues

Conflict minerals & Form SD disclosure
SAB 74 disclosures for the new Revenue Recognition standard
Disclosure effectiveness
Changes in key assumptions for defined benefit plans
Operations in highly-inflationary countries
Optional IFRS

Frequent SEC Comment Areas:

Segments – a new approach?
Statement of Cash Flows
Critical accounting estimates

So, for this first follow-on, as review, check out our latest posts on:

Cybersecurity – seciblog.pli.edu/318

SAB 74 Disclosures for the new Rev Rec Standard- seciblog.pli.edu/171

These are two key areas to address in this year’s 10-K.

Later this week – Critical Accounting Estimates – The SEC’s Current Focus

IFRS – The SAGA Continues

As most accountants have heard, Jim Schnurr, the new Chief Accountant at the SEC has been speaking about the SEC possibly continuing to consider the use of IFRS by domestic companies.

At the AICPA’s annual SEC/PCAOB conference in Washington, DC on Monday he delivered his latest update on the status of IFRS, and you can read that speech at:


In his speech he said “When I arrived at the Commission two months ago, Chair White asked me to take a hard look at where the staff had been on the issue and make a recommendation to her as to the path forward.”

While he did not say anything definite, it is clear the IFRS is no longer on the back burner!

He also said “Based on the progress of our collective efforts, I am hopeful to be in a position in the coming months to commence discussions with the Chair and the Commissioners about the different alternatives for potential further incorporation of IFRS and the related issues/concerns of each alternative with the objective of reaching a recommendation on what, if any, further incorporation or use of IFRS by US registrants would be permitted or required. And, of course, any rulemaking proposal that the Commission decides to consider would be subject to the normal notice and comment process.”

In the Q&A session Mr Schnurr elaborated on some ideas to incorporate, perhaps electively, IFRS information (in adition to US GAAP financial statements) into US registrant’s filings that would be useful for investors when comparing US registrants using US GAAP and those using IFRS. The ideas run the gamut of including IFRS measures in Selected Financial Data, IFRS data in MD&A, non-GAAP measures calculated using IFRS, and full financial statements in IFRS. He asked for feedback on these areas and input on additional ideas to consider.

So, this will not be a speedy process……

As always, your comments and thoughts are welcome!

When-fore art thou revenue recognition?

With every revenue recognition workshop we have presented to date participants have had strong opinions on the new standard’s implementation date. (For public companies the new standard must be implemented for periods beginning after December 15, 2016, years after December 15, 2017 for non-public companies.)

The FASB and IASB put this date into the public discussion well before the final standard was issued. That said, as soon as the final standard was published late last May constituents began voicing concerns about the feasibility of meeting this date. (Yes, given the protracted timing building new accounting standards many of us still don’t pay attention to the standard setting process until the new standard is final!)

In June and July, after feedback from constituents about the effective date began to flow in, the board indicated that they would be listening and be ready to react to this feedback.

At the Transition Resource Group meeting on October 31, 2015, it became clear that, as they always do, the board is listening.   At this meeting of the FASB Vice Chair Jim Kroeker announced that the Board and the FASB Staff will conduct additional outreach with both public and private companies over the next several months to gauge their progress in preparing to implement the new revenue recognition standard.

Mr. Kroeker emphasized that the Board is considering whether or not to defer the effective date of the new revenue standard. He also said that a decision will be made no later than the second quarter of 2015.

You can check out the archived webcast of the entire TRG meeting at:


As always, your thoughts and comments are appreciated!

Do you think the date should be deferred? Lets us know, and we will summarize everyone’s thoughts!