All posts by Andrea Sachs

30th Midyear SEC Reporting & FASB Forum

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For the 30th straight year our “Midyear SEC Reporting & FASB Forums” are being presented during May and June in Dallas, Chicago, New York, and San Francisco. These  programs are always the best way to keep up-to-date with what is going on at the SEC and the FASB. You can see the detailed agenda and list of speakers and learn more at:

www.pli.edu/Content/30th_Midyear_SEC_Reporting_FASB_Forum/_/N-1z12892Z4k?ID=231680

Past participants are eligible for a discount. Please contact customer service at (888) 212-2010 or Secinstitute@pli.edu.

As always, your thoughts a comments are appreciated!

The Mystery of Filed versus Furnished

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In our last post we explored the difference between the Annual Report to Shareholders (ARS) and the Form 10-K. The ARS, required by the proxy rules, is an example of a document that is “furnished” to shareholders and not actually “filed” with the SEC.

Just what does this mean?

Filed versus furnished is essentially a legal distinction. It does not impact how information appears on the EDGAR system (as they look the same) or other practical filing issues (as they are filed in EDGAR the same way). For example, an Item 2.02 Form 8-K is a “furnished” document, but an Item 2.01 Form 8-K is a “filed” document. To learn what is going on with this distinction, let’s explore:

  1. What is the legal difference?
  2. How to determine if a document is furnished or filed?

Filed

When a document is “filed” it is formally “filed” with the SEC to meet the disclosure requirements under the laws the SEC administers, principally the 1933 and 1934 Acts. This means a “filed” document is subject to the liability provisions of the Acts, and is the principal difference between filed versus furnished.

Furnished

When a document is furnished, generally to shareholders, it is not actually filed with the SEC under one of the Acts, (even though it may be “filed” in the EDGAR system) so it is not subject to the liability provisions of the Acts.

This liability difference can be a substantial issue. For example, it is far easier to establish scienter in a 34 Act fraud case then in a non-34 Act fraud case. Generally in a non-34 Act action, to establish scienter it must be shown that the accused deliberately set out to cause harm. In a 34 Act action, gross negligence or reckless disregard can establish scienter, a much lower level of proof.

Another difference – if something is furnished rather than filed, it cannot be incorporated by reference into later filings. In the shelf registration process this is very important as furnished documents are not incorporated by reference into the S-3 on the shelf, and hence do not expose the company to the strict liability standards of the 33 Act! And, if you do later incorporate a furnished document into a filed document, it loses its furnished status, usually not a good thing!

So, how do you tell if something is filed or furnished? When they appear on the EDGAR system they look exactly the same! As discussed earlier, it is really a legal distinction, so you go back to the legal sources, in particular, the instructions to the forms.

Here is an excerpt from the Form 8-K instructions:

  1. The information in a report furnished pursuant to Item 2.02 (Results of Operations and Financial Condition) or Item 7.01 (Regulation FD Disclosure) shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act or the Exchange Act.

So, this legal distinction is actually spelled out in the instructions.

As a concluding thought, the most commonly encountered furnished documents are:

The Annual Report to Shareholders
Form 8-K Item 2.02
Form 8-K Item 7.01

There are others, so when in doubt, consult the instructions!

As a preview for our next topic in this discussion, check out the furnished versus filed status of the performance graph required by Regulation S-K Item 201(e). You may find that a surprise awaits!

 

10-K Tip of the Week – Annual Report to Shareholders vs Form 10-K

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In sort of a lighthearted way this week’s Tip is a “versus” tip. With big boxing matches coming up next week, or perhaps just remembering old movies with aliens and monsters, the issue of how the Form 10-K works versus how the Annual Report to Shareholders (ARS) works seems appropriate.

This question frequently comes up in our workshops, and many folks don’t know whether or not the ARS is actually required or where to find the ARS requirements. The ARS is actually a very distinct and separate document from the Form 10-K.

The Form 10-K is the Annual Report to the SEC. It is required by the rules of the SEC and is filed with the SEC. As such, it is not a document furnished directly to shareholders, although they clearly have an opportunity to use the information as it is publicly accessible.

The ARS is actually required by the proxy rules. Rule 14a-3, which deals with information that must be furnished to shareholders in the proxy solicitation process says:

“(b) If the solicitation is made on behalf of the registrant, other than an investment company registered under the Investment Company Act of 1940, and relates to an annual (or special meeting in lieu of the annual) meeting of security holders, or written consent in lieu of such meeting, at which directors are to be elected, each proxy statement furnished pursuant to paragraph (a) of this section shall be accompanied or preceded by an annual report to security holders …….”

When a company is having its annual meeting and will elect directors at this meeting, it must furnish each shareholder with the proxy statement containing information about the election and officers and directors, and also must furnish each shareholder the ARS.

The next logical question is what must be included in the ARS? Rule 14a-3 enumerates the requirements and they include, among lots of other information:

Financial statements
MD&A
Selected financial data

“a brief description of the business done by the registrant and its subsidiaries during the most recent fiscal year which will, in the opinion of management, indicate the general nature and scope of the business of the registrant and its subsidiaries”

For a complete list of all the required information in the ARS check out Rule 14a-3. It is on page 890 of our 2015 SEC Handbook and you can also find it here:

www.ecfr.gov/cgi-bin/text-idx?SID=8e0ed509ccc65e983f9eca72ceb26753&node=17:4.0.1.1.1&rgn=div5#se17.4.240_114a_63

Way back many years ago most companies did a separate ARS which was mailed in paper form to all shareholders along with the proxy statement. To see an example of this kind of traditional ARS check out this one from American Woodmark, a cabinet manufacturer:

files.shareholder.com/downloads/AMWD/107569654x0x673718/998BA1D0-743B-4BEC-A32F-8B7197D3B622/LowRes-13-10246_AWC-2013.pdf

The above link is to the ARS American Woodmark prepared for 2013, and it has wonderful photography and nicely typeset financial statements and MD&A. It is almost elegant in its presentation of information about the company. It is also a very expensive document to produce!

Because this kind of ARS is so expensive, many companies use a more cost effective ARS called the “10-K wrap”. This version of the ARS is actually a cover and perhaps a few pages of financial and company background “wrapped” around the Form 10-K. This approach works well because all the information required by rule 14a-3 that must be furnished to shareholders is in the Form 10-K.

American Woodmark switched to the 10-K wrap approach in 2014. You can find their 2014 ARS at:

files.shareholder.com/downloads/AMWD/107569654x0x766550/DAD863ED-7D03-468B-BCCE-E5117F2C1E43/LowRes-14-10531-FSC_AWC-FinalPDF.pdf

It would be interesting to know how much money American Woodmark saved going from the “pretty picture” ARS to the “10-K wrap” ARS!

To summarize, the Form 10-K is the formal annual report filed with the SEC as part of complying with the 34 Act, while the ARS is not filed with the SEC, it is actually furnished to shareholders.

(The proxy rules do require that copies of the ARS be sent to the SEC, one of the few paper filings companies still have to make.)

Lastly, if you are focusing on the words filed versus furnished in the above sentence, yes, they are very important and mean very different things! We will discuss that difference in our next post!

As always, your comments and thoughts are welcome and appreciated!

The Whistleblower’s Saga

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Whistleblowers are much in the news. With stories ranging from Jim Marchese of “Real Housewives of New Jersey” fame collecting his second whistleblower legal settlement, to the SEC announcing a $1 million dollar whistleblower payout to a compliance officer, the volume of whistleblower activity is clearly increasing.

(The SEC Release is at:

www.sec.gov/news/pressrelease/2015-73.html )

Whistleblowers clearly play a key role in the detection of fraud. The SEC’s Office of the Whistleblower says: “Assistance and information from a whistleblower who knows of possible securities law violations can be among the most powerful weapons in the law enforcement arsenal of the Securities and Exchange Commission”.

If you would like to get to the story of how blowing the whistle affected one person’s life and career, skip to the links at the end of this entry. But first, here is some background about how regulators have tried to create paths for whistleblowers.

Congress has built ways for whistleblowers to do what their label says, blow the whistle when they find something that is wrong, a major focus in the efforts to combat fraud.

The Sarbanes-Oxley act created a whistleblower’s hotline to the audit committee and required that whistleblowers be able to blow the whistle anonymously. The Dodd-Frank Act created a separate incentivized hotline directly to the SEC. A whistleblower using the Dodd-Frank hotline can also remain anonymous and may even be entitled to cash rewards if the matter about which they blow the whistle results in penalties against the company.

Importantly, companies are not allowed to try and restrict employees in blowing the whistle. This is an important enough issue that the SEC has enforced against companies and levied fines when companies try to limit how employees can contact the SEC. A very recent example is against KBR’s use of a confidentiality agreement containing overly restrictive language, summarized at:

www.sec.gov/news/pressrelease/2015-54.html#.VRw2AzbD_cs

You can learn more about the Dodd-Frank hotline and the SEC’s Office of the Whistleblower at:

www.sec.gov/whistleblower

One would think with all this legislative and SEC support being a whistleblower is becoming an easier path to walk. However, it is still true that few events in a persons professional career are more stressful and disruptive than blowing the whistle.

Marketplace and Propublica have put together an interesting study of how one whistleblower’s path unfolded. It is a great example with lots of gray issues, a prolonged period of uncertainty, and many other complications. You can read and hear about it at:

www.marketplace.org/topics/business/whistleblowers-tale-how-accountant-took-halliburton

www.propublica.org/article/the-whistleblowers-tale-how-an-accountant-took-on-halliburton

 

Comment of the Week – Its all About the Future!

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One of the most challenging disclosures we discuss in our workshops is the required forward-looking MD&A requirement to disclose “known trends”. (As a heads-up, this post contains some pretty long comments, but they raise some very important issues!)

This forward-looking information requirement is rooted in the overall objective of MD&A as articulated in FR 72. The relevant section of the release states that part of the objective of MD&A is:

“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” (emphasis added)

And, of course, this is done “through the eyes of management”.

You can find the whole release at:

www.sec.gov/rules/interp/33-8350.htm

From this objective it is clear that if management knows about something that means past performance is not going to be predictive of future performance and the information is material, it should be disclosed in MD&A. This is made clear in S-K Item 303(a) (3) (ii):

“Describe any known trends or uncertainties that have had or that the registrant reasonably expects will have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations. (emphasis added)

The SEC is watchful for companies that surprise the markets with disclosure of bad news, potentially driving down their stock price, where the companies have not said anything about the bad news issue in previous filings.

In many cases the Staff’s presumption is that the bad news did not surprise management, and that in fact they knew about the problem well before they disclosed it to investors. In that situation, management likely failed to meet the disclosure requirements in MD&A and S-K Item 303(a) (3) (ii) specifically.

In our workshops we discuss some of the classic enforcement actions where this has happened, including the “groundbreaking” cases against Caterpillar and Sony. The staff continues to search for problems in this area, and frequently starts with the comment letter process.

Here are example comments that were written to a grocery store chain that had decided to exit one of its “banners”. In this industry a “banner” is a brand name for the supermarket chain. Notice the subtle interaction of these comments from the initial letter:

  1. We note that you announced the sale and/or closure of all of your (name omitted) stores in May 2014. We further note that in the related press release, filed as Exhibit 99.2 to your March 29, 2014 Form 10-Q, your Chief Executive Officer stated, “The economic downturn over the last few years, coupled with an increased competitive footprint in the Minneapolis/St. Paul Market, has made it difficult for (the company) to keep the (name omitted) banner competitive.” We further note that the disclosures regarding negative factors impacting your business within this Form 10-K appear to broadly apply to your business and do not specifically refer to the (name omitted) banner. Please tell us how you determined additional disclosures were not required in this Form 10-K as it relates to your (name omitted) banner. In your response, specifically explain how you considered whether these stores were disproportionately impacted by any of the negative factors described in your disclosures, either in the periods of historical financial statements included in this Form 10-K or in your analysis of trends and uncertainties that you reasonably expected would have a material impact on your future results. If the decision to sell this banner was influenced by worse than expected results for this banner during the first quarter of 2014, then also apply this comment to your MD&A disclosures within your March 29, 2014 Form 10-Q. (emphasis added)

The first comment above puts the trend disclosure on the table. This next comment goes a bit further, clearly articulating the “does the past predicts the future?” requirement:

  1. We note your disclosures under the heading “Goodwill Impairment Charge.” Please tell us, and disclose in future filings, why your fair value declined such that you recorded this impairment charge. We remind you that one of the principle objectives of MD&A is to provide your investors with enough insight into the underlying factors that drove your historical results [so] that they can assess the likelihood that past results are indicative of future results. We also remind you of your obligation to describe known trends and uncertainties that have had or you reasonably expect will have a material impact on your results. (emphasis added)

The following comment directly quotes S-K 303(a)(3)(ii), asking some very challenging questions:

  1. We note you recorded $280.0 million of pretax goodwill impairment charges in the quarter ended September 27, 2014. Please tell us what consideration you gave to updating your goodwill critical accounting estimate disclosures in your September 27, 2014 Form 10-Q. In this regard, you refer your investors to the critical accounting estimates on goodwill contained in your annual report. Given the charge you recorded in the most recent quarter it would appear the assumptions used to assess goodwill for impairment have significantly changed. Further, you now have two reporting units as opposed to one reporting unit at December 28, 2013. Please advise. Additionally, given the significance of the impairment charges and the material amount of goodwill remaining on your balance sheet, please show us what critical accounting estimate disclosures you anticipate making in your upcoming Form 10-K filing. Please ensure your disclosures provide investors with sufficient information to assess the material implications of uncertainties associated with the methods, assumptions and estimates underlying this critical accounting estimate. Refer to Item 303(a)(3)(ii) of Regulation S- K, which requires a description of a known uncertainty and Section V of SEC Release No. 33-8350. (emphasis added)

After the company’s responses to the above comments, the staff wrote this follow-on comment in the second round of comments. Note the depth of the analysis asked for in the comment and the depth of the SEC’s review into material that was not even included in a 10-K or 10-Q!

 We have read your November 2014 “Company’s Investor Presentation” and note the strong growth in the Chicago Market with the ChicagoBanner’s format. Further, you highlight several differences between your Wisconsin and Illinois markets. For example, on slide five you point out the Chicago market has “2x the productivity of your Wisconsin stores.” The information presented on slide six indicates that your ChicagoBanner’s banner is a “highly differentiated food shopping experience.” You further indicate on slide seven the ChicagoBanner’s banner has 1) two times the average Wisconsin retail sales volume, 2) lower EBITDA margin and higher gross profit dollars, and 3) strong store-level ROIC. We also note on slide sixteen that ChicagoBanner’s represents a significant growth opportunity for the Company. It also appears from the disclosures in your filings and your response to our comments that your Wisconsin and Illinois markets were behaving differently during 2013 and 2014, leading you to “[shift] focus to stabilizing [your] Wisconsin market” in contrast to “growing [your] ChicagoBanner’s banner.” We further note a general trend of highly differentiated grocery stores having higher profit margins than value-oriented grocery stores. Based on this information, we continue to believe that your Wisconsin and Illinois markets likely have different current or future trends in per-store revenue and per-store profitability, and that the mix of stores between these two markets will therefore impact your consolidated results. Please explain to us in significantly more detail why the apparent differences between these types of stores were not addressed in your most recent Form 10-Q, either as part of your analysis of results of operations or as part of your discussion of trends and uncertainties, and also tell us how these matters will be addressed in your upcoming Form 10-K. 


So, the moral of this story, if you know of something that is reasonably likely to have a material impact on future results, don’t keep it secret! Even if you hope it will not be a problem, these MD&A requirements need to be carefully reviewed to determine when to share the information with investors!

As always, your thoughts and comments are welcome!

Audit Committee Challenges and Changes on the Horizon

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The role of the Audit Committee in corporate governance is continuously developing, expanding and becoming more complex. Even before the dramatic events at Enron and Worldcom (without going too much into history!) regulators and governance experts focused on clarifying and enhancing audit committee functions. After Enron, Worldcom and the rest of the wave of governance breakdowns in the early 2000’s the SEC began to require even more significant disclosures about audit committee function.

This process has continued. At the 2014 PLI SEC Speaks conference the Chief Accountant of the SEC delivered a speech entitled “Audit Committee – Back to Basics”. You can find the presentation materials at:

www.sec.gov/News/Files/1371146714240

Even matters as foundational as auditor independence have been issues for the SEC. Deputy Chief Accountant Brian Croteau focused on such areas in this December 2014 speech:

www.sec.gov/News/Speech/Detail/Speech/1370543616539

As Audit Committees deal with these challenges, PLI will have a great program on June 23, 2015 titled “Audit Committees and Financial Reporting 2015 – Recent Developments and Current issues”. Included will be the latest news on potential expanded audit committee reporting. You can learn more about the program at:

www.pli.edu/Content/Seminar/Audit_Committees_and_Financial_Reporting/_/N-4kZ1z129aq?fromsearch=false&ID=221246

As always your comments, thoughts and ideas are welcome!

Watch Out – Instructions to Form 10-K Typo’s?

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In all our workshops we always advise everyone to check the SEC’s webpage for the latest version of the instructions whenever it is 10-K or 10-Q time. And, recently, the SEC put updated instructions for Form 10-K on their webpage.

But this update has an interesting twist!

The updated instructions do not have any major changes. The only really new instructions relate to asset-backed issuers.

That said, there is something really strange about the new instructions. Check them out at:

www.sec.gov/about/forms/form10-k.pdf

Now, as you read them check out the cover page and as you look at the second line it says:

“For the fiscal yar ended”

While this looks like it might be a typo, we know the SEC is always VERY CAREFUL when they make these changes, and we think in all likelihood there has been some sort of a technical problem in the process of converting the instructions to PDF form and uploading them to the webpage.

So, how should we react? Should we literally follow these instructions? Include the likely technical issue errors?

Obviously NOT!

In fact, don’t forget what General Instruction C(1) says:

This form is not to be used as a blank form to be filled in, but only as a guide in the preparation of the report on paper meeting the requirements of Rule 12b-12. Except as provided in General Instruction G, the answers to the items shall be prepared in the manner specified in Rule 12b-13.

So, do it right!

As a last note, the 10-Q instructions have not been changed, but as we approach the First Quarter Form 10-Q, watch for updates!

As always, your thoughts and comments are welcome!

Foreign Corrupt Practices Act – Yikes?

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FCPA enforcement has become more and more of a priority for the SEC and a bigger and bigger issue for public companies in recent years. The SEC actually has a special section of its webpage devoted to FCPA Enforcement Actions!

www.sec.gov/spotlight/fcpa/fcpa-cases.shtml

Any business with foreign operations, or thinking of establishing one, even if they are modest, needs to pay attention to the challenges of FCPA compliance. Lawyers, accountants and professionals working in almost any aspect of a company with foreign operations need to understand this complex law.

To manage FCPA risks it is crucial to understand issues such as:

What are the Act’s anti-bribery provisions?

What are the Act’s “accounting and recordkeeping” (internal control) provisions?

What are the traps and major issues in the “accounting and recordkeeping” provisions?

How payments that may be immaterial for financial reporting still matter for FCPA compliance.

How internal audits and FCPA compliance audits differ.

What is the difference between a bribe and a “facilitating payment”, and does it matter for FCPA compliance?

What are the civil and criminal consequences of violating the Act?

What are the major parts of a compliance program?

How does a company build an effective compliance program?

If you need a good place to start understanding what is required to deal with FCPA issues, PLI’s One-Hour Briefing, Basics of the U.S. Foreign Corrupt Practices Act (FCPA) 2015, on April 17, 2015, is a great resource for understanding the issues and complying with the Act.

SEC Focus Area – Critical Accounting Estimate Disclosures

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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:

www.sec.gov/rules/other/33-8040.htm

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:

www.sec.gov/rules/interp/33-8350.htm

(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!

Planning on an IPO?

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One of the great things going on in the economy right now is the increase in IPO activity. Working with a company through the IPO process is one of the most challenging and rewarding experiences SEC reporting professionals can have. It is always a huge learning process, and since no two deals are ever exactly the same, also very exciting!

Companies have to do significant preparation to be ready for an IPO, and the IPO process itself can be all consuming. Both these phases of the project are only prelude to all the additional work as a public company. With so much change involved, training and preparation are crucial.

To help with all the phases of the IPO process we offer a variety of courses through PLI’s Corporate and Securities practice area. You can check this area out on our webpage, www.pli.edu .

For near-term IPO training we are offering our “How to Prepare an Initial Public Offering” program on April 10. You can attend live in New York City at our conference center or participate via webcast. You can learn more at:

www.pli.edu/Content/Seminar/How_to_Prepare_an_Initial_Public_Offering/_/N-4kZ1z129o6?fromsearch=false&ID=224973

As always, your thoughts, comments and questions are welcome!