Preparing for the Upcoming Proxy Season: Public Company Reporting & Disclosure Considerations
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Public Company Forum Update: Reg. S-X Investment Test & SEC Focus under New Administration
Are You Sure That Metric is a Non-GAAP Financial Measure? SEC’s Focus on Key Performance Indicators Continues
Following the Securities and Exchange Commission’s (SEC) issuance of interpretive guidance regarding the disclosure of key performance indicators and metrics (KPIs) early last year, we’ve been tracking SEC comments in this area as the SEC fully incorporates the guidance into its disclosure review program. We’ve highlighted a few of the comment letters previously, but several recently issued comment letters caught our attention.
Spotting a KPI
Under the SEC’s KPI guidance, a KPI is one…
Adjusting for COVID-19 in Non-GAAP Financial Measures: A Survey of 2020 Fourth Quarter Disclosure Practices
Following up on our prior blog post regarding 2020 first quarter COVID-19 adjustments in connection with the presentation of non-GAAP financial measures, we surveyed 102 S&P 500 companies who presented Adjusted EBITDA in their earnings release filed from October 1, 2020, to December 31, 2020.
We focused on Adjusted EBITDA in this survey (recognizing that such measure is utilized more frequently in some industries than others) because such measure is commonly utilized by public companies…
Jay Knight Talks SEC and COVID-19 on TheCorporateCounsel.net Podcast
I was recently featured on the Deep Dive with Dave podcast hosted by Dave Lynn from TheCorporateCounsel.net. Dave and I discussed the following questions:
Has the SEC staff been commenting on disclosures about COVID-19 in public filings?
What areas of comment has the Staff raised regarding COVID-19?
What approach has the Staff taken with respect to non-GAAP financial measures in the COVID-19 era?
Do you think the Staff will focus on COVID-19 disclosures when it…
SEC Files First Charges for Inadequate Public Company COVID-19 Disclosures
In a prelude of things to come for public companies, on December 4 the Securities and Exchange Commission (SEC) sued restaurant operator The Cheesecake Factory Incorporated for making misleading disclosures regarding the impact of the COVID-19 pandemic on its financial conditions and operations. After issuing warnings and guidance to public companies since the early stages of the pandemic, this is the SEC’s first time charging a public company for misleading disclosures relating to the pandemic.…
SEC Adopts Rules Permitting Use of Electronic Signatures and Provides Further COVID-19 Relief
On November 17, in response to a formal rulemaking petition that garnered support from nearly 100 public companies, the Securities and Exchange Commission (SEC) issued a final rule amending Regulation S-T and the Electronic Data Gathering, Analysis and Retrieval system (EDGAR) Filer Manual to permit the use of electronic signatures when electronically filing documents with the SEC. The amendments will be effective upon publication in the Federal Register, though the SEC indicated in its November…
[REGISTER NOW] Corporate & Securities Counsel Public Company Forum | December 8, 2020
How a Surge in E-Commerce Sales Could Impact Financial Reporting; A Look at ASC 606 and Disaggregated Revenue
Over the past eight months of this pandemic, we have all seen the rise of e-commerce as a vital necessity for most companies. For many companies, e-commerce has significantly outperformed their existing sales channels and consumers have now become acclimated to a seamless “omnichannel” shopping experience where they can purchase online and wait for delivery or pick-up curbside or in the store. A recent WSJ article proclaims that the embrace of digital commerce is here…
How Public Companies Can Protect Against SEC Scrutiny Related to COVID-19
This is a continuation of our series addressing steps companies can take to protect themselves during government enforcement actions related to COVID-19. For more information, see our previous articles addressing corporate best practices and the health care industry.
COVID-19 has affected the financial conditions and operations of all public companies, most in a negative way but some in very positive ways. Regardless of the impact, all public companies must consider the anticipated scrutiny they…