Ever Seen a Disclosure in Item 1B in Form 10-K?

Item 1B in Form 10-K is a very uncomfortable and very unusual disclosure:

Item 1B. Unresolved Staff Comments.

If the registrant is an accelerated filer or a large accelerated filer, as defined in Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter), or is a well-known seasoned issuer as defined in Rule 405 of the Securities Act (§230.405 of this chapter) and has received written comments from the Commission staff regarding its periodic or current reports under the Act not less than 180 days before the end of its fiscal year to which the annual report relates, and such comments remain unresolved, disclose the substance of any such unresolved comments that the registrant believes are material. Such disclosure may provide other information including the position of the registrant with respect to any such comment.

If a company receives material comments 180 days before year-end and they are still unresolved when the company files its annual report, the situation is bound to be complex and uncomfortable.

Our workshop leader group watches for examples of this disclosure to discuss in our workshops, but rarely do we see one.  Courtesy of one of our participants earlier this summer, here is a real-life example.

From BorgWarner’s Form 10-K for December 31, 2017:

Item 1B. Unresolved Staff Comments

The Company has received comment letters from the Staff of the SEC’s Division of Corporation Finance on May 11, June 23, August 23 and November 29, 2017 as part of its review of the Company’s Form 10-K for the year ended December 31, 2016. The Company responded to all of the letters – most recently on January 25, 2018. As of the date of this Form 10-K, the Staff has not confirmed to the Company that its review process is complete. The Company intends to continue working with the Staff in the event the Staff has any further comments.

The Staff’s comments related to the Company’s accounting for the $703.6 million asbestos related charge recorded in the December 31, 2016 Consolidated Financial Statements, as well as asbestos related insurance assets. These two matters are disclosed in Note 14, Contingencies in the 2017 and 2016 Notes to Financial Statements. The Staff’s comments are focused on whether all or a portion of the amounts recognized in the 2016 consolidated statement of operations should have been recognized in earlier periods.

The Company believes that its accounting for asbestos related matters is appropriate and in accordance with generally accepted accounting principles and it has addressed the Staff’s comments in full; however, it is possible that the Staff will have additional comments. If all or a portion of the asbestos related charge were to be reflected in periods prior to 2016, the impact would be a reduction in net earnings in periods prior to the year ended December 31, 2016 and a corresponding increase in earnings for the year ending December 31, 2016. There would be no impact to the December 31, 2016 Consolidated Balance Sheet or net cash provided by operating activities in the Consolidated Statements of Cash Flows for the three years ending December 31, 2016.

Few areas are more challenging then contingency disclosures, and as we discuss frequently, this is an area that the staff frequently comments on.

You can follow-up on the outcome of the situation in this 8-K.

As always, your thoughts and comments are welcome.

A Few MD&A Thoughts for Quarter or Year End

We have been posting in recent weeks about issues to be thoughtful about as we approach our next quarter or year-end.  MD&A is always an area for care and clear focus at period end.  In all our SEC reporting workshops we make the point that the SEC frequently comments on MD&A.  The themes of MD&A comments are generally deeper analysis of causal factors and quantification of the impact of factors on operations and liquidity and capital resources.

To really understand the comments, and to write MD&A effectively, it is always smart to review the objectives of MD&A disclosure.  Here is the articulation of these objectives from the 2003 Release FR 72:

.“The purpose of MD&A is not complicated. It is to provide readers information “necessary to an understanding of [a company’s] financial condition, changes in financial condition and results of operations.”2 The MD&A requirements are intended to satisfy three principal objectives:

  • to provide a narrative explanation of a company’s financial statements that enables investors to see the company through the eyes of management;
  • to enhance the overall financial disclosure and provide the context within which financial information should be analyzed; and
  • to provide information about the quality of, and potential variability of, a company’s earnings and cash flow, so that investors can ascertain the likelihood that past performance is indicative of future performance”

Here are a few example comments you can use in your thoughts about MD&A disclosures.  The first one is about taxes and relates to causal factors.

  1. We note your income tax rate reconciliation table showing the effective tax rate of (27%) in fiscal 2017, 567% in fiscal 2016 and 58% in fiscal 2015. However, you provide no discussion or insight in the footnotes or management’s discussion and analysis into the specific factors or circumstances that caused the significant changes in your effective tax rate. Please provide the following:
  • a discussion of the specific facts or circumstances that resulted in this significant change per ASC 740-10-50-14;
  • explain in detail the line item “changes in valuation allowance” which include state NOL and deferred tax true ups; and
  • discuss whether you separately disclosed each line item meeting the materiality thresholds in Rule 4-08(h) of Regulation S-X.

This second comment is about clearly explaining and quantifying what issues are behind change in revenues so that readers can understand why revenues changes and assess whether such changes are likely to continue to occur in the future.

Revenues, page 30

  1. We note that your revenue decreased by approximately $8.3 million from 2015 to
    2016. While we note from your disclosure that revenue decreased by approximately $14 million due to near completion of projects in your e-ID division, and it appears that those revenue losses were partially offset by revenue gains from other divisions, it is not clear how you have accounted for all material changes in your revenues for the periods presented. Please tell us what the numbers in the last sentence of this paragraph represent in terms of dollar amounts and show us how those revenue gains, combined with your revenue losses, account for all material changes in your revenue for the periods presented. In addition, revise future filings to clearly disclose and quantify the reasons underlying each material change in your revenues for the periods presented.

We hope these reminders help as you work towards quarter or year-end, and as always, your thoughts and comments are welcome!

A Quick Reminder to Update for Changes in Accounting Policies (Especially Revenue Recognition!) for Quarter-End

It is hard to sit in a room with more than one accountant and not hear talk about the impact of the new revenue recognition standard.  Even with that level of buzz, check out this excerpt from a real company’s Form 10-Q upon adoption of the new revenue recognition standard:

Accounting Standards Update.

On January 1, 2018 we adopted the Accounting Standards Codification (ASC) topic 606, Revenue from Contracts with Customers. Under this new standard our significant accounting policy for revenue is as follows:

Revenue: Revenue is recognized at the time 1) persuasive evidence of an arrangement exists, 2) services have been rendered, 3) the sales price is fixed and determinable and 4) collectability is reasonably assured.We generally recognize revenue over time because of continuous transfer of control to the customer. Since control is transferred over time, revenue and related transportation costs are recognized based on relative transit time, which is based on the extent of progress towards completion of the related performance obligation. We enter into contracts that can include various combinations of services, which are capable of being distinct and accounted for as separate performance obligations. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue. Further, in most cases, we report our revenue on a gross basis because we are the primary obligor as we are responsible for providing the service desired by the customer. Our customers view us as responsible for fulfillment including the acceptability of the service. Services requirements may include, for example, on-time delivery, handling freight loss and damage claims, setting up appointments for pick-up and delivery and tracing shipments in transit. We have discretion in setting sales prices and as a result, the amount we earn varies. In addition, we have the discretion to select our vendors from multiple suppliers for the services ordered by our customers. These factors, discretion in setting prices and discretion in selecting vendors, further support reporting revenue on a gross basis for most of our revenue.

Clearly the language bolded above is the old ASC 605 accounting standard, not the new ASC 606 accounting standard!  Here is an example of the language based on the new standard, courtesy of one of the early adopters, Workday:

Revenue Recognition

We derive our revenues primarily from subscription services and professional services. Revenues are recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services.

We determine revenue recognition through the following steps:

  • Identification of the contract, or contracts, with a customer
  • Identification of the performance obligations in the contract
  • Determination of the transaction price
  • Allocation of the transaction price to the performance obligations in the contract
  • Recognition of revenue when, or as, we satisfy a performance obligation

Subscription Services Revenues

Subscription services revenues primarily consist of fees that provide customers access to one or more of our cloud applications for finance, human resources, and analytics, with routine customer support. Revenue is generally recognized on a ratable basis over the contract term beginning on the date that our service is made available to the customer. Our subscription contracts are generally three years or longer in length, billed annually in advance, and non- cancelable.

Professional Services Revenues

Professional services revenues primarily consist of fees for deployment and optimization services, as well as training. The majority of our consulting contracts are billed on a time and materials basis and revenue is recognized over time as the services are performed. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion performed.

Contracts with Multiple Performance Obligations

Some of our contracts with customers contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine the standalone selling prices based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, the cloud applications sold, customer demographics, geographic locations, and the number and types of users within our contracts.

So, as mundane as it seems, this tip is to be sure you have addressed new standards and related changes in your accounting policy disclosures!

As always, your thoughts and comments are welcome!

June 2018 Quarter-End Post Two – More SEC Comments with Quarter-End Reminders – Be Thoughtful About Non-GAAP Disclosure Requirements

Now that we are past the July 4thholiday (hope you had fun!)  and far enough past quarter-end close to be getting ready for reporting, here are a few things to be thinking about as we work on 10-Q’s or 10-K’s.

It was, in the SEC reporting world, a long time ago (but not in a galaxy far, far away), that the SEC issued its “revised” guidance about the use of non-GAAP measures.  (The updated May 2016 C&DI’s are here.) Even with the passage of time, there are still some pretty basic and some more complex problem areas that the SEC discovers in the comment process.  Here are a few example comments to use as reminders to make sure you are following the guidance in Reg Gand S-K Item 10(e), the two primary sources of SEC guidance in this area.

For this first comment, here is a part of S-K Item 10(e):

 (ii) A registrant must not:

……………

 (B) Adjust a non-GAAP performance measure to eliminate or smooth items identified as non-recurring, infrequent or unusual, when the nature of the charge or gain is such that it is reasonably likely to recur within two years or there was a similar charge or gain within the prior two years;

 Now, this requirement from S-K Item 10(e) applies to non-GAAP measures in filed documents, but it is augmented and expanded by this C&DI:

 Question 102.03

 Question: Item 10(e) of Regulation S-K prohibits adjusting a non-GAAP financial performance measure to eliminate or smooth items identified as non-recurring, infrequent or unusual when the nature of the charge or gain is such that it is reasonably likely to recur within two years or there was a similar charge or gain within the prior two years. Is this prohibition based on the description of the charge or gain, or is it based on the nature of the charge or gain?

Answer: The prohibition is based on the description of the charge or gain that is being adjusted. It would not be appropriate to state that a charge or gain is non-recurring, infrequent or unusual unless it meets the specified criteria. The fact that a registrant cannot describe a charge or gain as non-recurring, infrequent or unusual, however, does not mean that the registrant cannot adjust for that charge or gain. Registrants can make adjustments they believe are appropriate, subject to Regulation G and the other requirements of Item 10(e) of Regulation S-K. See Question 100.01. [May 17, 2016]

The C&DI mentioned at the end of 103.03 is:

Question 100.01

Question: Can certain adjustments, although not explicitly prohibited, result in a non-GAAP measure that is misleading?

Answer: Yes. Certain adjustments may violate Rule 100(b) of Regulation G because they cause the presentation of the non-GAAP measure to be misleading. For example, presenting a performance measure that excludes normal, recurring, cash operating expenses necessary to operate a registrant’s business could be misleading. [May 17, 2016]

These pieces of guidance build a framework that in any non-GAAP measure, if you say it is unusual or infrequent, it has to meet a logical definition of those terms.

These requirements are behind the following comment:

Non-GAAP Financial Measures

  1. We note your disclosure under this section, describing certain adjustments to your non- GAAP measures, stating “these non-recurring items are excluded because, by their nature, they are not indicative of our business or economic trends.” However, it appears that several of these items have occurred in sequential years. Please refrain from referring to charges as non-recurring when such charges have occurred within the prior two years or are reasonably likely to recur within two years. You may refer to our Non- GAAP Financial Measures Compliance and Disclosure Interpretation (C&DI) 102.03 if you require further clarification or guidance.

 

This second example is based on the following C&DI:

 Question 102.11

 Question: How should income tax effects related to adjustments to arrive at a non-GAAP measure be calculated and presented?

 Answer: A registrant should provide income tax effects on its non-GAAP measures depending on the nature of the measures. If a measure is a liquidity measure that includes income taxes, it might be acceptable to adjust GAAP taxes to show taxes paid in cash. If a measure is a performance measure, the registrant should include current and deferred income tax expense commensurate with the non-GAAP measure of profitability. In addition, adjustments to arrive at a non-GAAP measure should not be presented “net of tax.” Rather, income taxes should be shown as a separate adjustment and clearly explained. [May 17, 2016]

 

Attention to this kind of detail is important.  This is a comment from a March 2018 comment letter:

  1. Within the reconciliations of GAAP net income to non-GAAP adjusted net income attributable to XXXXXX and of related GAAP diluted earnings per share (EPS) to non- GAAP adjusted diluted EPS, you present a number of reconciling items net of income taxes. Please present such adjustments before tax and show the related income tax as a separate adjustment to comply with Non-GAAP Financial Measures C&DI 102.11.

 

last, here is an interesting comment about the intersection between the use of non-GAAP measures and operating segment disclosures.  The non-GAAP disclosure requirement involved is from S-K Item 10(e):

(i) The registrant must include the following in the filing:

………………

(C) A statement disclosing the reasons why the registrant’s management believes that presentation of the non-GAAP financial measure provides useful information to investors regarding the registrant’s financial condition and results of operations; and

That said, if a non-GAAP measure is used in evaluating segment performance then its disclosure is essentially required by GAAP and reconciliation is not required.  This company went one step beyond the segment disclosure requirements:

  1. We note your presentation of Total Segment Adjusted EBITDA included as part of your tables which outline your sales and Segment Adjusted EBITDA for each of your reporting segments. You state on page 29 that Segment Adjusted EBITDA is a meaningful measure as it is used to assess business and operating performance of the segments, and for operational planning and decision-making purposes. However, it is unclear from your disclosures why management believes the presentation of Segment Adjusted EBITDA on a consolidated basisis useful to investors regarding your financial condition and results of operations. Please revise to disclose and to the extent material, include the additional purposes, if any, for which you use the non-GAAP measure in accordance with Item 10(e)(1)(i)(C)-(D) of Regulation S-K. Refer to the guidance outlined Question 104.04 of the C&DIs on the use of non-GAAP financial measures which can be found on the SEC’s website.

We hope these reminders help as you work towards quarter or year-end, and as always, your thoughts and comments are welcome!

New Smaller Reporting Company Rules with an Interesting Revenue Twist

On June 28, 2018, the SEC met and adopted new rulesincreasing the public float threshold for use of the smaller reporting company (SRC) system from $75 million to $250 million.  These new rules also contain a significant change that will allowcompanies with revenues of less than $100 million to use the SRC system if their public float is less than $700 million.

About this expansion of the SRC system Chair Jay Clayton commented“I want our public capital markets to be a place where smaller companies can thrive and thereby provide our Main Street investors with more access to investing options where our public company disclosure rules and protections apply…”

The old SRC rules were based on the requirement of having a public float of less than $75 million. The old rules included a test that applied only to companies with a public float of zero.  Under this old test, if a company had public float of zero, (for example a debt only issuer), then the company could use the SRC system if their revenues were less than $100 million.  This test accomplished goals such as keeping large companies with public debt and hence zero float from using the SRC system.

The new SRC definition changes this revenue test to require that revenues must be less than $100 million and that public float must be zero or below $700 million.  Under this new version of the test companies such as bio-tech entities with a large public float but zero or small revenues may still be eligible to use the SRC system.

According to the press release announcing the change:

“Commission staff estimates that 966 additional companies will be eligible for SRC status in the first year under the new definition.  These include: 779 companies with a public float of $75 million or more and less than $250 million; 161 companies with a public float of $250 million or more and less than $700 million and revenues of less than $100 million; and 26 companies with no public float and revenues of $50 million or more and less than $100 million.”

If you are not familiar with the SRC system you can find out more in S-K Item 10(f)and S-X Article 8.  Two of the significant disclosure simplifications are in the executive compensation disclosures (including only three named executive officers and no CD&A) and the financial statement requirements (only two years of financial statements with only US GAAP disclosures).

At the meeting where the change to the definition of an SRC was approved there were no changes to the definition of accelerated filer definition and the requirements for the auditor’s ICFR attestation required by SOX 404(b) and S-K Item 308(b), but the commission requested the staff to develop recommendations for such a change.

We will discuss the rule change to require the use of inline XBRL, the elimination of the separate XBRL exhibits and the removal of the requirement for website posting requirements for XBRL next week.

As always, your thoughts and comments are welcome!

An Open Meeting Notice and Perhaps Some Rule-Making Momentum?

On June 28, 2018, the SEC will meet to consider a variety of rule-making actions.  Now that all five of the commission positions are filled, this is hopefully a good sign that we will see progress on a number of fronts. Two areas to be addressed at the June 28 meeting are:

  1. Possible amendments to the smaller reporting company definition. The commission has proposed to increase the threshold to qualify for the smaller reporting company system from $75 million in “public float” to $250 million.
  1. To change reporting requirements to require the use of the Inline eXtensible Business Reporting Language (iXBRL) format for company financial statement information and fund risk/return summary information. If you haven’t yet dug into inline XBRL you can review a sample filing from the SEC here.  Some companies have voluntarily used inline XBRL. Here is a Form 10-Q.

You can read the rest of the meeting notice here.

As always, your thoughts and comments are welcome!

June 2018 Quarter End Post One – A Picky Reminder – Attention to Detail and the Compliance and Disclosure Interpretations

In our SEC Reporting Skills Workshop we always mention the importance of getting details right in your periodic and current reports.  Little picky mistakes could give an experienced reader a negative impression of your overall reporting.

One simple example of such a detail is the Form 10-K cover page check-box S-K Item 405 disclosures about Section 16 reporting by insiders.  It is surprising how many companies don’t get this check box right. The box should be checked if all Section 16 people filed all their required reports on a timely basis.  A knowledgeable reader, when they see a mistake with this cover page item, may ask “what else did this company not get right?”  (As a side note, thank goodness this confusion may finally be eliminated if this part of the FAST Act Modernization and Simplification of Regulation S-K proposal is made final!   You can check out page 33 in this proposed rule release.)

In the world of SEC reporting we all get to learn as we make mistakes and also from the mistakes of others. Here is a kind of unfortunate example of a company that made a mistake in one of the pickier parts of a filing, the certifications, and then missed a detail in the follow-up.

S-K Item 601, paragraph 31, which sets out the form of the certifications, contains this language:

(31)(i) Rule 13a-14(a)/15d-14(a) Certifications. The certifications required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(a)) exactly as set forth below:

Certifications* I, [identify the certifying individual], certify that:

  1. I have reviewed this [specify report] of [identify registrant]; (remainder omitted)

Well, as you can see on Exhibit 31of this Form 10-K, this company made a simple mistake.  They forgot to update the language in the certification, unfortunately referring to a Form 10-Q rather than Form 10-K.  OK, these kinds of things happen to all of us, and this situation is at least easy to fix.  It would appear, from the order of the company’s filings, that they found the mistake on their own, and filed this amendment.

Unfortunately, the company forgot to check one of the sources of guidance we emphasize in our workshops, the CorpFin Compliance and Disclosure Interpretations.  This is the relevant C&DI, which is included in the S-K Item 601 Exhibits section of the C&DI’s:

246.14 The following errors in a certification required by Item 601(b)(31) are examples of errors that will require the company to file a corrected certification that is accompanied by the entire periodic report: (1) the company identifies the wrong periodic report in paragraph 1 of the certification; (2) the certification omits a conformed signature above the signature line at the end of the certification; (3) the certification fails to include a date; and (4) the individuals who sign the certification are neither the company’s principal executive officer nor the principal financial officer, or persons performing equivalent functions. [July 3, 2008]

That lead to the company getting this comment from the SEC:

Amendment No. 1 to Form 10-K for the Fiscal Year Ended December 29, 2017

  1. Please file an amendment to your Form 10-K that includes the entire filing. Refer to Compliance & Disclosure Interpretation No. 246.14 on Regulation S-K.

It is always a bit embarrassing to have to amend an amendment.  And, this is a great reminder that when you are dealing with issues that are not part of your regular reporting process to always check all the sources of guidance from the SEC. The C&DI’s in particular deal with a huge variety of process questions, disclosures and tactical issues and are always a good resource to check.

As a PS, the company did get the Section 16 box right!  The box is checked, and their proxy indicates that to the best of the company’s knowledge everyone filed all required reports on time.

As always, your thoughts and comments are welcome!

 

Lease Accounting Early Adopters – On Target!

As many of us work on implementing the new ASC 842 lease accounting standard it is always helpful to learn from early adopters.  As we have mentioned before, Microsoft early adopted as of July 1, 2017.  You can find their adoption disclosures in this Form 10-Q.

Thanks to Reed Wilson, who leads our “Implementing the FASB’s New Lease Accounting Standard Workshop,” here is another early adopter example,Target.  As you review this Form 10-Q, you will see that they have included extensive disclosure about the impact of adoption of the lease and revenue recognition standards.  They have also made decisions to include operating lease assets in other assets on the balance sheet.

It is always nice to have a trail-blazer to follow!

And, as always, your thoughts and comments are welcome!

Faulty Cybersecurity Disclosures and a Big Fine

Here is an issue to focus on as we draw to the end of the second quarter and plan our periodic reporting.

Rarely does a month pass without dramatic news stories about cybersecurity breaches.  Targets include large companies such as Equifax, not-for-profits such as hospitals and even government agencies like the SEC.

Earlier this year the SEC augmented their 2011 cybersecurity disclosure guidance in CorpFin Disclosure Topic Twowith a formal Commission Release.  As we blogged,the Release in large part reinforced the Disclosure Topic Two guidance and added guidance about control and insider trading issues.

When the SEC issues new guidance one of the ways they sometimes emphasize its importance is with an enforcement case.  And, that has happened here.  Altaba, Inc, which was formerly Yahoo, has been fined $35 million for failure to make timely and accurate disclosures about their major cybersecurity breach. As you may have read, there was a significant delay in disclosure of the breach on the part of Altaba (Yahoo), and the enforcement release highlights several other disclosure issues surrounding the breach, including the fact that Yahoo’s disclosure controls and procedures were not effective.  Here is a quote from Jina Choi, the San Francisco Regional Office Director:

“Yahoo’s failure to have controls and procedures in place to assess its cyber-disclosure obligations ended up leaving its investors totally in the dark about a massive data breach.  Public companies should have controls and procedures in place to properly evaluate cyber incidents and disclose material information to investors.”

You can read details here.

As always, your thoughts and comments are welcome!

Non-GAAP and other Updates from the CAQ’s SEC Regulations Committee

As we blogged about, the Center for Audit Quality’s SEC Regulations Committee’s quarterly meetings are a great resource for keeping up with emerging issues in SEC reporting. The minutes of these meetings provide insight into the SEC staff’s positions as these issues arise and evolve.

The Committee’s latest meeting was on March 13, 2018 and the meeting highlights discuss the following issues:

Financial reporting implications of tax reform legislation

Waivers of financial statements required by Rule 3-09 of Regulation S-X

New Accounting Standards

Use of most recent year-end financial statements in assessing Regulation
S-X, Rule 1-02(w) significance in an IPO

Audit requirements for pre-transaction periods following a reverse merger
involving two operating companies

Two of the discussion areas dealt with non-GAAP measure issues that we blogged about in March.  For tax reform discussions the staff provided this advice:

Some registrants may adjust for the impact of the Tax Cuts and Jobs Act (Tax Act) in their non-GAAP financial measures. Depending on the registrant’s specific facts and circumstances, certain adjustments for tax reform may be appropriate. The staff indicated that such adjustments, however, should be balanced (i.e., both revenue and expense impacts should be disclosed). For example, adjusting for only one impact, such as the adjustment of deferred taxes upon the change in corporate tax rates, but not other impacts, such as the deemed repatriation transition tax, would not be appropriate.

Some registrants may also include adjustments that attempt to depict a “normalized” tax rate (i.e., adjustments that apply the new tax rate to periods prior to enactment). The staff indicated that such adjustments to non-GAAP measures may not be appropriate as they may not reflect performance during the historical periods when the tax laws were different (for example, different tax strategies and changes in certain judgements or tax assertions).

And, when implementing the new revenue recognition standard, the staff provided the following:

The Committee and staff discussed the presentation of comparable prior periods under ASC 606 to facilitate MD&A, even if a company uses the modified retrospective transition method. If a registrant chooses to include supplemental MD&A disclosures for the comparable period(s) using ASC 606, the discussion should not be more prominent than the historical MD&A discussion and registrants should limit the discussion to only those items for which they are able to determine the impacts. For example, a registrant should not present a supplemental measure of gross profit or operating income adjusted for ASC 606 unless it is able to appropriately make adjustments to the impacted costs as well as the revenues. A full income statement, should not be presented. However, net income under ASC 606 for the prior periods may be discussed if a registrant is able to determine the impacts on all affected income statement line items.

In addition, a company adopting ASC 606 using the modified retrospective transition method is also permitted to present the 2018 results as determined pursuant to ASC 605 on a supplemental basis in MD&A. These disclosures should be comparable to those required to be included in the financial statement footnotes under ASC 250 and should only be included in the period of adoption (e.g. 2018 only). In addition, if a registrant chooses to include these disclosures in MD&A, prominence should be given to the ASC 606 results. Amounts determined using ASC 605 should only be discussed in a way that allows investors to understand changes for comparability purposes.

As always, your thoughts and comments are welcome!