In the year a company completes an acquisition, ICFR reporting for the combined business can be problematic. If the acquired company has been private, or has not built an ICFR evaluation process, it may not be practicable to include the acquired business in the acquiror’s assessment of ICFR, and, if applicable, in the auditor’s attestation report over ICFR. This is particularly true when an acquisition happens near year end.
Interestingly, this situation is addressed not in Regulation S-X, but in a Sarbanes-Oxley C&DI:
Question 3
Q: If a registrant consummates a material purchase business combination during its fiscal year, must the internal control over financial reporting of the acquired business be included in management’s report on internal control over financial reporting for that fiscal year?
A: As discussed above, we would typically expect management’s report on internal control over financial reporting to include controls at all consolidated entities. However, we acknowledge that it might not always be possible to conduct an assessment of an acquired business’s internal control over financial reporting in the period between the consummation date and the date of management’s assessment. In such instances, we would not object to management referring in the report to a discussion in the registrant’s Form 10-K or 10-KSB regarding the scope of the assessment and to such disclosure noting that management excluded the acquired business from management’s report on internal control over financial reporting. If such a reference is made, however, management must identify the acquired business excluded and indicate the significance of the acquired business to the registrant’s consolidated financial statements. Notwithstanding management’s exclusion of an acquired business’s internal controls from its annual assessment, a registrant must disclose any material change to its internal control over financial reporting due to the acquisition pursuant to Exchange Act Rule 13a-15(d) or 15d-15(d), whichever applies (also refer to the last two sentences in the answer to question 7). In addition, the period in which management may omit an assessment of an acquired business’s internal control over financial reporting from its assessment of the registrant’s internal control may not extend beyond one year from the date of acquisition, nor may such assessment be omitted from more than one annual management report on internal control over financial reporting.
On February 28, 2023, Lamb Weston Holdings, Inc., a global producer, distributor, and marketer of frozen potato products, acquired LW EMEA, an entity previously accounted for using the equity method. Item 9A in the company’s Form 10-K for their fiscal year ended May 28, 2023, included this disclosure about the exclusion of the acquired company from the ICFR evaluation:
Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer and oversight of the Board of Directors, assessed the effectiveness of our internal control over financial reporting as of May 28, 2023. Management based this assessment on criteria for effective internal control over financial reporting described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment. Management’s assessment of internal control over financial reporting as of May 28, 2023 excludes internal control over financial reporting related to LW EMEA (acquired February 28, 2023), which accounted for 7% of consolidated net sales and 30% of consolidated total assets as of and for the year ended May 28, 2023. Based on this assessment, management concluded that, as of May 28, 2023, our internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with GAAP. We reviewed the results of management’s assessment with the Audit and Finance Committee of our Board of Directors.
As always, your thoughts and comments are welcome!