The SEC announced a settled enforcement action against Healthcare Services Group, Inc., John C. Shea, CPA, and Derya D. Warner regarding failure to make accruals for outstanding litigation. According to the SEC’s order...more
The SEC adopted amendments intended to modernize, simplify and enhance certain financial disclosure requirements in Regulation S-K, including rules related to MD&A....more
The SEC has adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. When a registrant acquires a significant business, other than a real estate operation,...more
The SEC has adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. When a registrant acquires a significant business, other than a real estate operation,...more
In a public statement, Sagar Teotia, Chief Accountant of the SEC, spoke to a number of implications of COVID-19 and financial reporting. Among other things, Mr. Teotia noted that the SEC staff recognizes that the accounting...more
The SEC provided guidance on disclosure of financial metrics in MD&A. At the same time, the SEC proposed rules to amend other disclosure obligations of public companies....more
2/3/2020
/ Corporate Governance ,
Disclosure Requirements ,
Financial Regulatory Reform ,
Financial Statements ,
Form 10-K ,
Item 303 ,
MD&A Statements ,
Proposed Amendments ,
Publicly-Traded Companies ,
Regulation S-K ,
Regulatory Oversight ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The SEC recently revised Instruction 1 to Item 303(a) to allow registrants who are providing financial statements covering three years in a filing to omit discussion of the earliest of the three years if such discussion was...more
Calumet Specialty Products Partners, L.P. disclosed in its third-quarter 2017 Form 10-Q that, beginning in September 2017, Calumet’s implementation of its new enterprise resource planning (“ERP”) system had resulted in...more
11/27/2019
/ Books & Records ,
Civil Monetary Penalty ,
Enforcement Actions ,
Financial Reporting ,
Financial Statements ,
Form 10-Q ,
Form 8-K ,
ICFR ,
Internal Controls ,
Popular ,
Securities Regulation ,
Securities Violations
FASB has issued a proposed Accounting Standards Update, or ASU, intended to improve guidance used to determine whether debt should be classified as a current or noncurrent liability in a classified balance sheet....more
9/13/2019
/ Accounting Standards ,
Balance Sheets ,
Debt ,
Debt Instruments ,
Disclosure ,
FASB ,
Financial Accounting ,
Financial Reporting ,
Financial Statements ,
Guidance Update ,
Proposed Amendments
A question some ponder is whether all audit reports will include a discussion of critical audit matters, or CAMs. The answer is “yes” if you consider the 11 audit reports issued by the Big 4 on and after August 1 for large...more
We noted a couple of early CAMs here and here. In addition, as of the end of the week on August 9, 1019, we identified the following CAMs (note that the easiest way to navigate the EDGAR documents to find the CAMs is to...more
The Fixing America’s Surface Transportation Act, or FAST Act, required the SEC to consider ways to streamline SEC regulations. Accordingly, the SEC adopted final amendments to its rules that are intended to modernize and...more
To my knowledge this 10-K includes the first critical audit matter, or CAM, issued by a Big 4 firm. The CAM is straightforward and does not reflect negatively on the company or its audit committee or cast doubt on its...more
In a review of a PCAOB disciplinary proceeding the SEC took the rare step of cancelling the PCAOB’s finding that an audit partner of a Big Four firm engaged in repeated instances of negligent conduct during the audit of a...more
6/3/2019
/ Audits ,
Disclosure Requirements ,
Financial Statements ,
Form 10-K ,
Internal Controls ,
Mortgage REITS ,
Negligence ,
PCAOB ,
Publicly-Traded Companies ,
Sarbanes-Oxley ,
Securities and Exchange Commission (SEC)
The PCAOB posted to its website a staff guidance document, A Deeper Dive on the Communication of CAMs, developed to support implementation of the new critical audit matter requirements....more
The SEC has proposed rule amendments that revise required financial disclosure upon the acquisition and disposition of businesses in M&A transactions....more
The Public Company Accounting Oversight Board (PCAOB) recently noted that it will provide an opportunity for audit committee chairs of certain companies whose audits are subject to inspection to “engage in a dialogue with the...more
The PCAOB recently noted that during 2019 it will provide an opportunity for audit committee chairs of certain companies whose audits are subject to inspection to “engage in a dialogue with the inspections staff.” ...more
The critical audit matter communicated here is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to...more
SEC staff recently issued this Compliance and Disclosure Interpretation:
Question 105.09 -
Question: On August 17, 2018, the SEC adopted amendments to certain disclosure requirements in Securities Act Release No....more
For those of you who still have time or can tweak your second quarter 10-Q, we have noticed these recent comments on revenue recognition:
Netflix, Inc.
Please provide us with your analysis regarding payments made to...more
In February 2018 the SEC outlined its views with respect to cybersecurity disclosure requirements under the federal securities laws as they apply to public reporting companies. Set forth below is a checklist of items included...more
3/6/2018
/ Cyber Attacks ,
Cyber Crimes ,
Cybersecurity ,
Data Breach ,
Data Protection ,
Data Security ,
Disclosure Requirements ,
Financial Statements ,
Hackers ,
Insider Trading ,
Investment Adviser ,
MD&A Statements ,
New Guidance ,
Personally Identifiable Information ,
Popular ,
Publicly-Traded Companies ,
Regulation S-K ,
Risk Management ,
Securities and Exchange Commission (SEC)
Public companies with fiscal quarters ended December 31, 2017, but not fiscal year ends, are beginning to make disclosures showing the effects of the Tax Cuts and Jobs Act in recently filed Form 10-Qs in accordance with SAB...more
FASB received unsolicited input from banks and insurance companies and related trade groups on the accounting for what is referred to as the Tax Cuts and Jobs Act. Based on the input, FASB has tentatively decided to revise...more
1/15/2018
/ Accounting Standards ,
Banks ,
Comment Period ,
FASB ,
Financial Statements ,
GAAP ,
Insurance Industry ,
New Legislation ,
Popular ,
Publicly-Traded Companies ,
Tax Cuts and Jobs Act
Disclosures regarding the new tax act, often referred to as the Tax Cuts and Jobs Act or TCJA, continue to be prominent in SEC filings. Set forth blow is an explanation of the often obscure GAAP accounting driving many of the...more
1/2/2018
/ Compensation & Benefits ,
Corporate Taxes ,
Disclosure Requirements ,
Executive Compensation ,
Financial Statements ,
Form 8-K ,
Fringe Benefits ,
GAAP ,
Income Taxes ,
MD&A Statements ,
Net Operating Losses ,
New Legislation ,
Publicly-Traded Companies ,
Reporting Requirements ,
Tax Cuts and Jobs Act ,
Tax Deductions ,
Tax Planning ,
Tax Rates ,
Tax Reform ,
Trump Administration