All posts by George Wilson

Be Consistent Across All Items in a Report – An SEC Comment

10-K/10-Q Tips, Reporting

In our workshops and conferences, we regularly emphasize that disclosures in different sections of a report should be consistent, that is, that all the disclosures in a report should “hang together” or “sing the same song.”

Zynex, Inc., a medical device manufacturer, offers an example of how the SEC comments on inconsistencies in disclosures.  Zynex included this risk factor in its Form 10-K for the year ended December 31, 2024:

There are significant estimating risks associated with the amount of revenue, related refund liabilities, accounts receivable, and provider discounts that we recognize, and if we are unable to accurately estimate these amounts, it could impact the timing of our revenue recognition and cash collections, which have a significant impact on our operating results, or lead to a restatement of our financial results.

There are significant risks associated with the estimation of the amount of revenues, related refund liabilities, accounts receivable, and provider discounts that we recognize in a reporting period. The billing and collection process is complex due to ongoing insurance coverage changes, geographic coverage differences, differing interpretations of coverage, differing provider discount rates, and other third-party payer issues. Determining applicable primary and secondary coverage for our customers at any point in time, together with the changes in patient coverage that occur each month, require complex, resource-intensive processes.

(Note:  Balance of the risk factor is omitted for this blog post.)

In its Form 10-K critical accounting estimate discussion, the company included these lengthy disclosures about revenue recognition and variable consideration:

Revenue Recognition and Accounts Receivable

Revenue is generated primarily from sales and leases of our electrotherapy devices and related supplies and complementary products. Sales are primarily made with, and shipped, direct to the patient with a small amount of revenue generated from sales to distributors.

In the healthcare industry there is often a third party involved that will pay on the patients’ behalf for purchased or leased devices and supplies. The terms of the separate arrangement impact certain aspects of the contract with patients covered by third party payers, such as contract type and transaction price, but for purposes of revenue recognition the contract with the customer refers to the arrangement between the Company and the patient.

The Company does not have any material deferred revenue in the normal course of business as each performance obligation is met upon delivery of goods to the patient.

Variable Consideration

A significant portion of the Company’s revenues are derived, and the related receivables are due, from patients with commercial or government health insurance plans. Revenues are estimated using the portfolio approach by third-party payer type based upon historical rates of collection, the aging of receivables, trends in the historical reimbursement rates by third-party payer types and current relationships and experience with the third-party payers, which includes estimated constraints for third-party payer refund requests, deductions, allowance for uncollectible accounts, and billing allowance adjustments. Inherent in these estimates is the risk that they will have to be revised as additional information becomes available and constraints are released. If initial estimates are updated these changes are accounted for as increases or decreases in the transaction price. Assuming the underlying performance obligation to which the change in price relates has already been satisfied, those changes in transaction price are immediately recognized as increases or decreases in revenue (not credit losses (bad debt expense)) in the period in which the estimate changes. Additionally, the complexity of third-party billing arrangements and the uncertainty of reimbursement amounts for certain products from third-party payers or unanticipated requirements to refund payments previously received may result in adjustments to amounts originally recorded. Due to continuing changes in the healthcare industry and third-party payer reimbursement, it is possible our forecasting model to estimate collections could change, which could have an impact on our results of operations and cash flows. Any differences between estimated settlements and final determinations are reflected as an increase or a reduction in revenue in the period when such final determinations are known. Historically these differences have been immaterial, and the Company has not had to go back and reassess the adjustments of future periods for past billing adjustments.

This critical accounting estimate disclosure addresses the company’s accounting policy, but it does not discuss Regulation S-K Item 303 critical accounting estimate matters such as how the estimate has changed in the past.  This led to the following comment in a letter dated May 21, 2025:

Critical Accounting Estimates, page 41

  1. Your risk factor on page 14 states that inaccurate accounting estimates could have a material adverse impact on your operating results. Please expand your critical accounting policy disclosures to include quantified information about how changes to critical estimates underlying revenue recognition and collection of receivables have impacted reported revenue and operating results. Refer to Item 303(b)(3) of Regulation S-K

You can read the company’s response, including its expanded disclosure, here.

As always, your thoughts and comments are welcome.

SEC Proposes Rules to Permit Optional Semiannual Reporting

Reporting, SEC News

On May 5, 2026, the SEC formally proposed rule and form amendments that would permit companies to optionally report semiannually rather than quarterly.  The proposed amendments would create a new Form 10-S and also make appropriate amendments to Regulation S-X.  The new Form 10-S would have a deadline of 40 or 45 days, based on a company’s filing status, after the end of the first semiannual period of the fiscal year.  You can read more in this Press Release, Fact Sheetand Proposed Rule.  The proposal will have a 60-day comment period.

SOX Certifications – A Quarter-End Reminder

Comment of the Week, Reporting

While it might seem a bit simplistic, errors in the SOX 302 certifications are a frequent yet very avoidable comment from the SEC.

Twist Bioscience, which has a September 30 fiscal year end, included the following language in its SOX 302 certifications in its Form 10-Q for the quarter ended December 31, 2025, and filed on February 2, 2026:

Certification of Principal Executive Officer pursuant to

Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Emily M. Leproust, certify that:

1.I have reviewed this Annual Report on Form 10-K of Twist Bioscience Corporation for the year ended December 31, 2025;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(Balance of certification omitted for this blog post)

Clearly, the first part of paragraph 1, referring to Form 10-K and the year ended December 31, 2025, is an error in this Form 10-Q.  This resulted in the following comment from the SEC in a letter dated February 19, 2026:

Form 10-Q for the Quarterly Period Ended December 31, 2025

Exhibits

    1. We note the certifications provided in Exhibits 31 and 32 refer to the incorrect form and period. Please file a full amendment to your Form 10-Q with corrected certifications that refer to the proper form and period. Refer to Item 601(b)(31) and (b)(32) of Regulation S-K and Regulation S-K C&DI 246.14.

Because of the importance of the certifications, this is almost always a “please amend” comment.  In this example, the company did in fact amend its Form 10-Q.

To avoid this kind of situation, careful proofreading is all that is required.

As always, your thoughts and comments are welcome!

Chairman Atkins Discusses His ACT Strategy and Commission Priorities

SEC Hot Topic, SEC News

On April 21, 2026, SEC Chairman Paul S. Atkins delivered keynote remarks at a meeting of the Economic Club of Washington.  In his remarks he discussed his ACT strategy:

Advance the SEC’s regulatory frameworks into the modern era,

Clarify the SEC’s jurisdictional lines, and

Transform the SEC rulebook by returning it to first principles.

Chairman Atkins’ “advance” discussion focused on crypto and private market related issues.  His “clarify” remarks highlighted the Commission’s recent Memorandum of Understanding with the CFTC.  In the “transform” section he discussed the Enforcement Division’s focus on fraud and holding individuals accountable and included this list of areas for near-term proposals:

“(1) adopting a regulatory IPO “on-ramp” that supplements the concept that Congress designed in the JOBS Act;

(2) expanding the existing accommodations that are currently available only for emerging and smaller companies to more businesses;

(3) providing nearly all public companies with an easier path to “shelf registration,” which allows them to access the public markets quickly and when market conditions are ideal; and

(4) giving companies the optionality for a quarterly or semiannual regulatory filing cadence.”

As always, your thoughts and comments are welcome!

Yes, the SEC Does Follow Up on Comment Responses!

Comment of the Week

In our workshops and conferences, we emphasize that when a company states it will change its disclosure in future filings in response to an SEC comment, the CorpFin staff will review the company’s future filings to ensure that the company has made the requested changes.  We also discuss how the form of the certifications is a frequent “please amend” comment.

In its Form 10-K for its fiscal year ended November 30, 2022, BestGofer Inc. used this language, including three subparagraphs, for paragraph 4 in its CEO and CFO certifications:

  1. The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the issuer and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

While hopefully none of us have had to memorize the certification language, a quick look at Regulation S-K Item 601(b)31(i) shows us that paragraph 4 should contain these four subparagraphs:

  1. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Interestingly, the company omitted paragraph b above addressing ICFR. (That paragraph is bolded and underlined above.)

In a comment letter dated May 25, 2023, the SEC made this comment:

Form 10-K for the Fiscal Year Ended November 30, 2022

Exhibits 31.1 and 31.2

    1. Please revise the Rule 13a–14(a)/15d–14(a) certifications (Exhibit 31) in your Forms 10-K and 10-Q going forward to also include the language in paragraph 4(b) of Item601(b)(31)(i) of Regulation S-K. Please show us an example of what a revised Exhibit 31 will look like.

The company’s response dated June 8, 2023, indicated that the company would include the required language in future filings.

While a company might hope that this would be the end of the story for a comment like this, the staff does indeed follow up to ensure companies keep their commitments in future filings.  Unfortunately, BestGofer Inc. did not include this required language in a later Form 10-K, which lead to this “please amend” comment in a letter dated June 25, 2025:

Form 10-K for the Fiscal Year Ended November 30, 2024

Item 15. Exhibits, Financial Statement Schedules

Exhibits 31.1 and 31.2, page 12

    1. Your June 8, 2023 response to comment 1 in our letter dated May 25, 2023 indicated you would revise your Exhibit 31 certifications in future Forms 10-K and 10-Q to also include the language in paragraph 4(b) of Item 601(b)(31)(i) of Regulation S-K. However, you have not done so. Please amend your Form 10-K for the fiscal year ended November 30, 2024 and your Form 10-Q for the period ended February 28, 2025 to include revised Exhibit 31 certifications containing the language precisely as set forth in Item 601(b)(31)(i) of Regulation S-K. Also, ensure future Forms 10-K and 10-Q include the correct language in the Exhibit 31 certifications.

As always, your thoughts and comments are welcome!

SEC Announces 2025 Enforcement Results

SEC News

On April 7, 2026, the SEC announced its enforcement results for fiscal year 2025.  In 2025, 456 enforcement actions were filed.  This included 303 standalone actions and 69 “follow-on” administrative proceedings seeking to bar or suspend individuals.  You can read more about these results and the Commission’s strategy to refocus enforcement resources to address situations that harm investors, including fraud and the persons who perpetrate fraud.

As always, your thoughts and comments are welcome!

A Frequent (and Avoidable) Liquidity and Capital Resources Comment

SEC Comment of the Week, SEC Hot Topic

In its June 30, 2025, Form 10-Q, Getty Images Holdings, Inc. made this disclosure in the Liquidity and Capital Resources section of their MD&A:

Operating Activities

Cash provided by operating activities is primarily comprised of net income, as adjusted for non-cash items, and changes in operating assets and liabilities. Non-cash adjustments consist primarily of depreciation and amortization, unrealized gains and losses on our foreign denominated debt, equity- based compensation and deferred income taxes.

For the six months ended June 30, 2025 cash provided by operating activities was $21.9 million, as compared to cash provided by operating activities of $68.0 million for the six months ended June 30, 2024. The decrease in cash provided by operating activities was primarily driven by merger related costs.

In a comment letter dated September 26, 2025, the SEC focused on one of their frequent liquidity and capital resources comment issues:

Liquidity and Capital Resources. – Operating Activities, page 35

Please provide a more informative analysis and discussion of changes in cash flows, including changes in working capital components, for each period presented. In doing so, explain the underlying reasons and implications of material changes between periods to provide investors with an understanding of trends and variability in cash flows from operating activities. Ensure your discussion and analysis is not merely a recitation of changes evident from the financial statements. Refer to Item 303(a) of Regulation S-K and sections IV.B and IV.B.1 of SEC Release No. 33-8350.

In their response letter dated October 9, 2025, Getty Images provided this example of expanded disclosure:

For the six months ended June 30, 2025, cash provided by operating activities was $21.9 million, as compared to cash provided by operating activities of $68.0 million for the six months ended June 30, 2024. The decrease in cash provided by operating activities was primarily driven by merger related costs, of which $26.3 million were paid in the six-month period ending June 30, 2025. These costs were comprised mainly of professional services fees, including legal, advisory, accounting and tax fees. In addition, our cash provided by operating activities was impacted by changes in working capital, including reduced cash flows from the change in timing of collections of accounts receivable and the payments of accrued expenses, increased cash flows from the timing of payments for accounts payable and interest, changes in deferred revenue and an increase in cash paid for taxes of $5.6 million for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024

This discussion of the drivers of cash flow versus a mechanical recitation of operating cash flow reconciling items provides much more useful information.

As always, your thoughts and comment are welcome!

SEC Comment Letter Posting News

SEC News

At “The SEC Speaks in 2026,” a conference presented by PLI in cooperation with the U.S. Securities and Exchange Commission, members of CorpFin announced that the comment letter posting process is about five months behind.  Thus, information about comment letter volume and frequent comment areas will likely not be complete until the posting process is up to date.  The staff did not provide an estimate of how long this would take.

As always, your thoughts and comments are welcome!

P.S., PLI provides a complimentary non-accredited live stream of The SEC Speaks, which you can find here.

C&DI’s Renamed as Corporation Finance Interpretations

SEC News

Over the years we have blogged about the valuable guidance provided by CorpFin’s Compliance and Disclosure Interpretations (C&DIs).  We have even lightheartedly referred to them as the CorpFin “candy” dish.

CorpFin has renamed this section of their guidance as Corporation Finance Interpretations, a shorter and perhaps broader name.  There is still a consolidated, word searchable version of the interpretations.  And we are taking suggestions for fun ways to build a nickname for the now named “CFIs.”

As always, your thoughts and comments are welcome!

PCAOB Creates Audit Practitioner Fellowship Program

PCAOB News

On March 13, 2026, the PCAOB announced its new Audit Practitioner Fellowship Program, in which  audit practitioners will join the PCAOB Office of the Chief Auditor as full-time employees for a two-year term.

According to PCAOB Chairman Demetrios (Jim) Logothetis:

 “This fellowship program will enable the PCAOB to tap into the deep expertise of professionals with in-the-field perspectives on the latest technologies that are reshaping the financial reporting ecosystem.  Their insights will strengthen our ability to anticipate what lies ahead and enhance our understanding of the most pressing issues affecting auditing.”

You can find more information and a link to the application process in this News Release.  The application process will close on May 15, 2026.

As always, your thoughts and comments are welcome!