Tag Archives: FASB/IASB

SEC Non-GAAP Concerns Ratchet Up

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We discuss non-GAAP measures frequently in our blog. We also did a One-Hour Briefing “Non-GAAP Measures and Metrics: Getting it Right” on April 1 which you can find at:

www.pli.edu/Content/Non_GAAP_Measures_and_Metrics_Getting_it/_/N-1z10vnyZ4n?ID=282910

 

While we try to avoid being “preachy” we do see some real problems in how companies are using non-GAAP measures. Our most recent blog post about these non-GAAP measure problems is at:

seciblog.pli.edu/?p=615

 

To reinforce these issues from the SEC’s perspective Deputy Chief Accountant Wesley Bricker and OCA Chief Accountant Mark Kronforst both addressed the use of non-GAAP measures at a recent conference.

 

You can read Mr. Bricker’s speech at:

www.sec.gov/news/speech/speech-bricker-05-05-16.html

 

In his speech he outlines four major areas where the SEC believes that companies may not be using non-GAAP measures appropriately. He even makes the comment that if a company uses a non-GAAP revenue measure they can expect a comment from the staff.

While Mr. Kronforst’s speech is not on the SEC web page, he reportedly used the words “crack down” when talking about how the SEC will be reviewing the use of non-GAAP measures.

The message is clear, be thoughtful and careful with non-GAAP measures!

 

As always, your thoughts and comments are welcome!

Due Care and Good Faith with Accounting Judgments – More Enforcement News!

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On April 19th the SEC Enforcement Division announced two financial fraud enforcement cases in which companies, officers and in one of the cases the company’s auditors were named and barred or paid fines. Financial fraud enforcement cases are on the rise, but the interesting issue in these cases is that both centered on the challenging, grey area judgements that we make in the accounting process.

In the release Enforcement Division Director Andrew Ceresney said:

“We are intensely focused on whether companies and their officers evaluate judgmental accounting issues in good faith and based on GAAP.”

The most unsettling implication of these two cases is that while we make these judgements with uncertain and sometimes incomplete information, the people who pass judgment on them after the fact always operate with 20-20 hindsight.

The areas involved in these two cases are classic accounting estimate areas. One of the named companies/executives used a warranty accrual, failure to appropriately amortize intangibles and failure to appropriately write down inventory to lower of cost or market to be able to meet earnings targets.

In the other case, company executives failed to appropriately value accounts receivable from and impair investments in an electric car manufacturer that was a major customer. In addition, the audit engagement partner was suspended from appearing before the SEC.

You can read the release at:

www.sec.gov/news/pressrelease/2016-74.html

This message is more than unsettling, it’s downright scary. It almost starts to feel that someone is watching over our shoulder as we make difficult judgment calls. And we know that when we make these kinds of accounting judgments and estimates there is usually no “right answer”. In fact, different professionals may arrive at different conclusions when making these kinds of judgements, but there is usually a range of reasonable estimates.

 

That said, the message is clear, be sure to exercise due care and follow GAAP when making subjective accounting judgments, because if things go wrong, enforcement may be asking questions! And, as we said above, when they ask questions, they will have the benefit of 20-20 hindsight.

 

How do we assure that when someone with hindsight evaluates our decisions we have as strong a position as possible? Here are a few reminders about your process for making and documenting these judgments:

  1. Always create your documentation contemporaneously. If you wait to document a decision until you are asked about it by someone like the SEC, you will never remember all the issues and considerations in your decision. And, it will be easy to see that you created the documentation after the fact.

 

  1. In your documentation be sure to thoroughly evaluate all the different alternatives in the decision process. Lay out in clear language each alternative and the pros and cons of each alternative. Include all relevant factors on all sides of the decision. If someone wants to second guess your decisions and you have not addressed all the issues, it will be more likely that you will be second guessed.

 

  1. Support your discussion with appropriate references to the Accounting Standards Codification. Explain what GAAP you think is relevant and how the guidance applies in your situation. Most importantly, document and be faithful to the principles underneath the GAAP you are using.

 

  1. As part of ICFR, have a documented review process. All appropriate levels of involvement in the decision should be documented, and if your company has a policy about reviewing accounting decisions it should be documented that that policy was followed. If you know there is a material intentional error, such as occurred in these cases, use the appropriate channels within your company to rectify it.

 

If you would like some background about writing these kinds of white papers you could check our One-Hour Briefing about drafting accounting white papers at:

www.pli.edu/Content/How_to_Write_an_Accounting_White_Paper/_/N-1z11dsbZ4n?ID=264615

And lastly, if you are thinking about how the issues in this enforcement relate to issues that could be critical accounting estimates, you could also review the requirements for these disclosures in FR 72. You can find them at the end of the FR at:

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

 

As always, your thoughts and comments are welcome!

Procrastinating about Rev Rec?

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Let’s face it, almost all of us procrastinate! And when there is a good reason to procrastinate, well, that is all the better! One of the big rationales for procrastinating dealing with the new revenue recognition standard was that the FASB was definitely going to make changes to the original ASU (ASU 2014-09). As the Transition Resource Group identified and discussed issues in the new standard it became clear that the FASB would clarify certain issues and improve the standard in other areas. In fact the FASB started four discrete projects to make changes.

Yesterday that rationale came to an end.   The FASB released the fourth of the four ASU’s. They are:

 

  1. ASU 2015-14 – Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date – Issued August 2015

 

  1. ASU 2016-8 – Revenue Recognition — Principal Versus Agent Considerations (Reporting Revenue Gross Versus Net) – Issued March 2016

 

  1. ASU 2016-10 – Revenue Recognition — Identifying Performance Obligations and Licenses – Final Standard Issued in April 2016

 

  1. ASU 2016-12 – Revenue Recognition — Narrow-Scope Improvements and Practical Expedients – Issued May 2016

 

All the core issues are now in the standard as amended! And yes, the TRG and the AICPA’s Industry Task Forces will continue to work on specific issues. You can read about the TRG’s issues at:

www.fasb.org/jsp/FASB/Page/SectionPage&cid=1176164066683

 

And you can follow-up on the AICPA’s task forces at:

www.aicpa.org/InterestAreas/FRC/AccountingFinancialReporting/RevenueRecognition/Pages/RevenueRecognition.aspx

 

And, even with the TRG and AICPA still at work, the core is there. It is time to get busy!

 

As always, your thoughts and comments are welcome!

A Few Disclosure Control Reminders

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In our Workshops, participants almost always have a reasonable understanding of Internal Control Over Financial Reporting (or ICFR).   And this makes sense; the concept of internal control in the financial reporting process has existed for decades. When SOX required all companies to evaluate their ICFR, the way banks had been evaluating ICFR since the FDICIA Act of 1991, it was not a brand new idea.

 

But what about controls over the preparation of information which is outside of the financial statements? Prior to SOX there was no “control” process for non-financial information. Recognizing that the non-financial information in a filing can be as important if not more important than the financial statements, SOX created a new category of controls, disclosure controls and procedures (DCP for short).

 

This post reviews some background about DCP and then we dive more deeply into four common DCP problem areas and include some example SEC comments. (If you are comfortable with the concept of DCP, you can skip to the comments at the end.)

 

The technical definition of DCP is in Exchange Act Rule 13a-15:

 

(e) For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

From this definition it is clear that DCP applies to the entire report. So, for example, in a Form 10-K, while ICFR applies to the financial statements in Item 8, DCP applies to the whole report, Items 1 through 15, including MD&A, includes a substantive portion of ICFR in the financial statements.

 

When SOX created a requirement to evaluate ICFR, it also created a requirement to evaluate DCP. Again, from Rule 13a-15:

 

(b) Each such issuer’s management must evaluate, with the participation of the issuer’s principal executive and principal financial officers, or persons performing similar functions, the effectiveness of the issuer’s disclosure controls and procedures, as of the end of each fiscal quarter, except that management must perform this evaluation:

(1) In the case of a foreign private issuer (as defined in §240.3b-4) as of the end of each fiscal year….

 

Both Form 10-K in Item 9A and Form 10-Q in Part I Item 4 refer to S-K Item 307:

 

 

  • 229.307   (Item 307) Disclosure controls and procedures.

Disclose the conclusions of the registrant’s principal executive and principal financial officers, or persons performing similar functions, regarding the effectiveness of the registrant’s disclosure controls and procedures (as defined in §240.13a-15(e) or §240.15d-15(e) of this chapter) as of the end of the period covered by the report, based on the evaluation of these controls and procedures required by paragraph (b) of §240.13a-15 or §240.15d-15 of this chapter.

[68 FR 36663, June 18, 2003]

 

One important difference between ICFR and DCP is that a newly public company does not have to report on the effectiveness of its ICFR in its first 10-K and in fact an Emerging Growth Company does not have to report on the effectiveness of its ICFR while it is an emerging growth company. But DCP must be evaluated immediately in the company’s first 10-Q or 10-K. And this evaluation must be performed each quarter.

 

DCP Problem Areas

 

Here are four common issues with some example comments about the DCP reporting process:

 

Have you documented your evaluation of DCP?

Have you said DCP are or are not effective?

Have you considered the impact of ICFR issues on DCP?

When you remediate, remember to disclose what you did.

 

Have you documented your evaluation of DCP?

 

One challenging issue in the evaluation of DCP is how much documentation is required? As a brand new concept with SOX, DCP does not have the history that ICFR has. Companies may have a Disclosure Committee, use sub-certifications, or have CEO and CFO meetings with operations managers, all of which would be part of DCP. But there is no formal “framework” for DCP and much more judgment is required. The same is true of the evaluation process. That said, it is clear it is required:

Controls and Procedures, page 105

  1. We note the disclosures under subsections (a) and (b) under this heading refer to management’s evaluations and conclusions of the effectiveness of disclosure controls and procedures and internal control over financial reporting as of and for the year December 31, 2013. In your response please confirm, if true, that company’s management performed the annual assessments as of the end of the period covered by this report, December 31, 2014. Please also provide us with the revised disclosures, with the applicable period, that includes the following:
  • the evaluations and conclusions of the principal executive and principal financial officers, regarding the effectiveness of the company’s disclosure controls and procedures as of the end of the period covered by the report, as prescribed by Item 307 of Regulation S-K; and
  • a report from management on the company’s internal control over financial reporting with the elements prescribed in Item 308(a) of Regulation S-K.

 

Have you said DCP are or are not effective?

Just as with ICFR a conclusion that DCP are or are not effective is required when they are evaluated. Note that in both the following comments the SEC is requiring the company to amend their filing:

Item 4. Controls and Procedures, page 35

  1. Based on the evaluation of disclosure controls and procedures as of June 30, 2014, your chief executive officer and chief financial officer concluded that your disclosure controls and procedures were effective as of June 30, 2014, except for the impact of material weaknesses in your internal control over financial reporting. We believe that Item 307 of Regulation S-K requires your officers to conclude if your disclosure controls and procedures are “effective.” We do not believe it is appropriate for your officers to conclude that your disclosure controls and procedures are effective “except for” certain identified problems. Your officers must definitively conclude whether your disclosure controls and procedures are effective or ineffective. Your officers should consider the identified problems in determining if your disclosure controls and procedures are effective. If your officers conclude your disclosure controls and procedures are effective, please disclose the basis for their conclusion in light of these material weaknesses. If you determine that your disclosure controls and procedures were ineffective as of June 30, 2014 when considering these identified problems, please amend your Form 10-Q for the period ended June 30, 2014 to include your revised assessment of your disclosure controls and procedures.

 

  1. In the first paragraph of this section, you disclose that your disclosure controls and procedures were adequate. Meanwhile, in the second paragraph of this section, you disclose that your disclosure controls and procedures were not effective. In an amendment to your Form 10-K, please revise to disclose your conclusion that your disclosure controls and procedures are effective or ineffective, whichever the case may be. Refer to Item 307 of Regulation S-K.

 

Have you considered the impact of ICFR issues on DCP?

 

As described above DCP includes ICFR as a subset of DCP.   This means that if a company has a material weakness in ICFR it likely also impacts on DCP.

Item 4. Controls and Procedures, page 21

  1. As reported in your Form 10-K for the year ended July 31, 2015, management identified material weaknesses in internal controls over financial reporting, and you disclose that your remediation of the material weaknesses in your internal control over financial reporting is ongoing. Given this, please tell us the factors that management considered in concluding that disclosure controls and procedures were effective for the period.

When you remediate, remember to disclose what you did.

Lastly, just as with ICFR, when you remediate a problem area, be sure to appropriately disclose what you did to fix a control problem

Evaluation of Disclosure Controls and Procedures, page 7

  1. We note that you conclude that your disclosure controls and procedures were not effective on June 30, 2015. Please expand your disclosures to clearly discuss the material weakness identified, when it was discovered and your plans to remediate it.
  2. We note your conclusion indicating that your disclosure controls and procedures were not effective as of your June 30, 2015 fiscal year end due. Further, we note your management concluded that disclosure controls and procedures in your Form 10-Q filed on November 16, 2015 were effective and there were no changes in your internal control over financial reporting during the quarter ended September 30, 2015. Please revise to expand your disclosures to explain how management determined that its disclosure controls and procedures were effective at September 30, 2015 given that the company concluded that they were ineffective at year end. In this regard, tell us and disclose how you remediated the material weakness that caused you to conclude that your disclosure controls and procedures were not effective at June 30, 2015. Also, please revise your disclosures to comply with Item 308(c) of Regulation S-K to include details of any changes that may have materially affected or are reasonably likely to materially affect the company ́s internal control over financial reporting.

 

As always, your thoughts and comments are welcome!

A non-GAAP Measure Subtle Trap

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One of the more complex traps when presenting non-GAAP measures is this question:

Which source of SEC non-GAAP measure guidance applies to your earnings release:

Reg G, or

S-K Item 10(e)?

In case you are not familiar with Reg G and S-K Item 10(e) and when each of them applies:

Reg G applies when you use a non-GAAP measure in a non-filed source, and

S-K Item 10(e) applies when you use a non-GAAP measure in a filed document.

You can learn more about these two non-GAAP rules in some of the earlier posts on our blog. Here is a post with the basics:

 

seciblog.pli.edu/?p=401

 

You can also check out our one-hour briefing about non-GAAP measures from March 2016 at:

www.pli.edu/Content/Non_GAAP_Measures_and_Metrics_Getting_it/_/N-1z10vnyZ4n?ID=282910

 

The trap here is this: You might believe that since an earnings release is not a filed document Reg G is the applicable guidance, and all you have to do is present the most directly comparable GAAP measure and provide a reconciliation.

That is NOT the case. The reason that S-K Item 10(e) applies to your earnings release is actually very subtle. It is in the instructions to Form 8-K. Tucked away in the earnings release 8-K, Item 2.02, is this instruction:

 

  1. The requirements of paragraph (e)(1)(i) of Item 10 of Regulation S-K (17 CFR 229.10(e)(1)(i)) shall apply to disclosures under this Item 2.02.

 

Thus, the first part of S-K Item 10(e) DOES apply to your earnings release, even though it is not “filed” and even though the Item 2.02 8-K is not a filed document!

 

So, to be very detailed, this part of S-K Item 10(e) applies to year earnings release (there are other requirements in S-K Item 10(e) that do not apply, we won’t list them here):

 

(e) Use of non-GAAP financial measures in Commission filings. (1) Whenever one or more non-GAAP financial measures are included in a filing with the Commission:

 

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

(A) A presentation, with equal or greater prominence, of the most directly comparable financial measure or measures calculated and presented in accordance with Generally Accepted Accounting Principles (GAAP);

 

(B) A reconciliation (by schedule or other clearly understandable method), which shall be quantitative for historical non-GAAP measures presented, and quantitative, to the extent available without unreasonable efforts, for forward-looking information, of the differences between the non-GAAP financial measure disclosed or released with the most directly comparable financial measure or measures calculated and presented in accordance with GAAP identified in paragraph (e)(1)(i)(A) of this section;

 

(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

 

(D) To the extent material, a statement disclosing the additional purposes, if any, for which the registrant’s management uses the non-GAAP financial measure that are not disclosed pursuant to paragraph (e)(1)(i)(C) of this section; and

 

One area the staff will comment on is the “equal or greater prominence” requirement in paragraph (A) above. Here is an example comment:

 

  1. We note that in the Financial Highlights section of your press release furnished on Form 8-K, you disclose Total Segment EBITDA, a non-GAAP financial measure, without the disclosure of the most comparable GAAP measure. Please note that under Item 10(e)(1)(i)(A) when a non-GAAP financial measure is presented, the most directly comparable financial measure calculated in accordance with GAAP must be disclosed with equal or greater prominence. Please revise accordingly. See also Instruction 2 to Item 2.02 of Form 8-K.

 

As always, your thoughts and comments are welcome!

 

 

Non-GAAP Measures in the News

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How companies use non-GAAP measures is one of the “hot topics” that we post about frequently. This is not just because we think it is interesting. (Although we do!). More to the point, it is a subject of frequent SEC comment, and in the last several weeks both SEC Chair Mary Jo White and Chief Accountant James Schnurr have expressed their concern about more aggressive use of non-GAAP measures. And a recent report from FACTSET (mentioned in more detail below) bears out this concern.

Carol and George, your blog authors, recently did a One-Hour Briefing about Non-GAAP measures.

You can find the archived One-Hour Briefing at:

www.pli.edu/Content/OnDemand/Non_GAAP_Measures_and_Metrics_Getting_it/_/N-4nZ1z10vny?fromsearch=false&ID=283312

 

In the Briefing we included this quote from Mr. Schnurr’s March 22, 2016 speech to the 12’th Annual Life Sciences Accounting and Reporting Congress in Philadelphia, PA:

 

Non-GAAP measures

Before I conclude today’s remarks, I’d like to provide my perspectives on non-GAAP measures, which is a topic that continues to receive attention from investors, those at the SEC, as well as the general news media.

The Commission adopted rules in 2003 addressing the disclosure of non-GAAP financial measures, both generally and with respect to inclusion in SEC filings. While the Commission’s rules allow companies to provide non-GAAP measures to investors as alternative measures that supplement information in the financial statements, the rules are clear that the non-GAAP measures must not be misleading. The SEC staff has observed a significant and, in some respects, troubling increase over the past few years in the use of, and nature of adjustments within, non-GAAP measures by companies as well prominence that the analysts and media have accorded such measures when reporting on the results of the companies they cover.

 

Non-GAAP measures are intended to supplement the information in the financial statements and not supplant the information in the financial statements. However, when the financial news networks report quarterly earnings, they very frequently report the non-GAAP measure of earnings with no reference to the actual GAAP earnings, often not even identifying it as having been adjusted. In addition, I am particularly troubled by the extent and nature of the adjustments to arrive at alternative financial measures of profitability, as compared to net income, and alternative measures of cash generation, as compared to the measures of liquidity or cash generation. In my view, preparers should carefully consider whether significant adjustments to profitability outside of customary measures such as EBITDA or non-recurring items or other charges to the business, such as the sale of portions of the business in order to provide the user with an understanding of how these events impact trends and future performance, are appropriate. As it relates to cash measures, I believe those measures should be reconciled to cash flow from operations.

 

Staff in the Division of Corporation Finance continues to monitor non-GAAP disclosures as part of its selective review process and regularly issues comments on this issue. The staff also provides guidance on the application of Commission rules through speeches and other mechanisms — and of course, staff comment letters are publicly available. You can expect that the staff will continue to be vigilant in their review of the use of these measures for compliance with the rules.

 

The proliferation of non-GAAP reporting measures among registrants, and reliance and reporting by analysts, should warrant increased focus by management and the audit committee. I believe the focus should go beyond determinations that the measures comply with the Commission’s rules and include probing questions on why, in contrast to the GAAP measure, the non-GAAP measure is an appropriate way to measure the company’s performance and is useful to investors. In addition, companies should ensure that the measure is prepared in a manner that includes appropriate controls and oversight procedures.

 

You can find the whole speech at:

www.sec.gov/news/speech/schnurr-remarks-12th-life-sciences-accounting-congress.html

 

Chair White’s Speech at an AICPA conference in December included these remarks:

  • Another financial reporting topic of shared interest and current conversation is the use of non-GAAP measures.  This area deserves close attention, both to make sure that our current rules are being followed and to ask whether they are sufficiently robust in light of current market practices.  Non-GAAP measures are allowed in order to convey information to investors that the issuer believes is relevant and useful in understanding its performance.  By some indications, such as analyst coverage and press commentary, non-GAAP measures are used extensively and, in some instances, may be a source of confusion.
  • Like every other issue of financial reporting, good practices in the use of non-GAAP measures begin with preparers.  While your chief financial officer and investor relations team may be quite enamored of non-GAAP measures as useful market communication devices, your finance and legal teams, along with your audit committees, should carefully attend to the use of these measures and consider questions such as:
    • Why are you using the non-GAAP measure, and how does it provide investors with useful information?
    • Are you giving non-GAAP measures no greater prominence than the GAAP measures, as required under the rules?
    • Are your explanations of how you are using the non-GAAP measures – and why they are useful for your investors – accurate and complete, drafted without boilerplate?
    • Are there appropriate controls over the calculation of non-GAAP measures?

 

So, the message has clearly been sent, be thoughtful about the use of non-GAAP measures and be careful to not be misleading.

 

How are companies responding to these messages?

For now, it does not look like they are listening. FACTSET has done a very detailed study that includes all the earnings releases for the Dow Jones Industrial Average companies for their most recent year-end. Their results are available at:

 

www.factset.com/insight/2016/03/earningsinsight_03.11.16#.Vw5yo2OPAQK

 

Their findings are very dramatic. For companies that released a non-GAAP earnings measure the difference between GAAP EPS and non-GAAP EPS from 2014 to 2015 widened from 11.8% to 30.7%. And that is just one of may statistics that highlight growing differences between GAAP and non-GAAP measures. Of course, the non-GAAP measures all seem to look better…

 

So, we suggest careful review by your audit committee and management of the use of non-GAAP measures. And, be sure to look back to the comments above and ask the questions Chair White asked:

 

  • Why are you using the non-GAAP measure, and how does it provide investors with useful information?
  • Are you giving non-GAAP measures no greater prominence than the GAAP measures, as required under the rules?
  • Are your explanations of how you are using the non-GAAP measures – and why they are useful for your investors – accurate and complete, drafted without boilerplate?
  • Are there appropriate controls over the calculation of non-GAAP measures?”

As always, your comments and thoughts are welcome!

Carol and George

 

An Audit Committee Update

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We (that is Carol and George, your blog authors), frequently post about audit committee issues.  For audit committees that want to perform at the highest level possible, PLI has a great program in June.

 

PLI’s Audit Committees and Financial Reporting 2016: Recent Developments and Current Issues program will be presented June 21, 2016 in NYC.  It will be groupcast in several cities and also available via webcast.  Topics discussed will include current SEC reporting issues, audit committee oversight of the implementation of new accounting standards such as revenue recognition and leases, and PCAOB developments for the audit committee.

 

You can learn more about the detailed agenda and how to register at:

 

www.pli.edu/Content/Seminar/Audit_Committees_and_Financial_Reporting/_/N-4kZ1z11i36?fromsearch=false&ID=259781

 

As always, your thoughts and comments are welcome!

Ever Been to an SEC Event? Mark out April 13 for a webcast!

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In our workshops we sometimes joke (a bit) about how fun it is to listen to a webcast of an SEC meeting. And yes, we do say the same thing about FASB meetings. (Total Geek-Out For Sure!)

These meetings are interesting in that you can observe the process the SEC Commissioners and the FASB follow. The depth of the discussions and their careful consideration of the issues is always fascinating to observe.

These meetings generally do not tell you what might happen in the short-term, but do provide a longer-term glimpse into the directions of policy-making and standard setting.

Disclosure effectiveness is a major longer-term initiative at the SEC right now. On April 13, 2016 the SEC is going to discuss “whether to issue a concept release seeking comment on modernizing certain business and financial disclosure requirements in Regulation S-K.”

As you know, this kind of change is something the SEC staff has wanted to do for years. In addition, provisions of both the JOBS Act and the FAST Act focused on disclosure effectiveness. And here is the logical next step – this meeting will likely help illuminate the future direction of disclosure effectiveness.

 

In addition, this meeting may offer ideas that you can implement now to help make your disclosure more direct and useful to investors.

 

So, perhaps this is the time to listen to one of the meetings? You could play it on your computer, have the sound coming out of your speakers, and think how many of your colleagues would join you and listen! SEC Party time perhaps? If you can’t make the live webcast, you can find all of the archived meetings at http://www.sec.gov/news/openmeetings.shtml

 

You can learn more at:

sec.gov/news/openmeetings/2016/ssamtg033016.htm

 

where the original meeting was announced and at:

www.sec.gov/news/openmeetings/2016/ssamtg041316.htm

where the date was changed from March 30 to April 13, 2016.

 

As always, your thoughts and comments are welcome!

Comment of the Week – Market Risk Reminder

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We have been discussing the topic of Market Risk Disclosures a lot in this environment of volatile exchange rates, bumpy commodity prices and uncertain interest rates. This disclosure is one of the most confusing parts of Regulation S-K. Without going into a whole lot of details about S-K Item 305 (which we covered in an earlier blog at seciblog.pli.edu/?p=489), as we move towards the end of the first quarter it will continue to be important to focus on getting this disclosure right.

 

So, with this post as a reminder, here is a quick example in a recent comment:

Item7A. Quantitative and Qualitative Disclosures About Market Risk, page 63

  1. Please provide an analysis on whether your “cash flow hedges,” discussed in the second- to-last paragraph of page 63, are material, such that you would need to provide the disclosure in Item 305(a) of Regulation S-K. Please see General Instruction 5.B to Item 305(a) and (b).

 

As usual, your thoughts and comments are welcome!

Conflict Minerals – More Help!

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In our Form 10-K Tune-Up this year we addressed conflict mineral reporting developments. We did a deeper discussion with links to several supporting documents in this post:

seciblog.pli.edu/?p=565

 

If you are searching for more help and information as you prepare Form SD, PLI is presenting a One-Hour Briefing focused on this evolving reporting requirement. Topics to be addressed include:

The latest on the legal challenge to SEC rule

Updates on pending legislation in the EU and the U.S.

Tips for drafting your conflict minerals report for 2015

Best practices for 2016 due diligence planning and compliance trends

Guidance for preparing audit documentation

Overview of risks associated with supply chain disclosure

 

All of this is even more important as NGO’s focus more and more on these reports.

You can read more about the One-Hour Briefing and sign-up at:

www.pli.edu/Content/Seminar/Conflict_Minerals_Preparing_for_Your_Filing/_/N-4kZ1z10u15?fromsearch=false&ID=281215

 

 

As always your thoughts and comments are welcome!

 

PS You can review the Form 10-K Tune-up Briefing and obtain CLE and CPE credit at:

www.pli.edu/Content/OnDemand/Second_Annual_Form_10_K_Tune_Up/_/N-4nZ1z116ku?fromsearch=false&ID=278540