George Wilson

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SEC Reporting this year-end presents several challenges, including: Form 10-K updates from the SEC’s March 2019 Disclosure Modernization rule, Implementation of Critical Audit Matters, and New accounting standards including CECL. Our 35ThAnnual SEC Reporting and FASB Forums in New York and San Francisco (and also via webcast) will provide you all the practical knowledge and useful tools you need to successfully navigate this complexity.  You will also earn an hour of regulatory ethics CPE.…
As we move towards the end of the third-quarter and begin preparations for year-end reporting we are presenting a series of blog posts focused on common questions and problems in quarterly and annual reports. This blog post explores some complexities of Item 9 in Form 10-K and the reporting requirements for auditor changes.  To illustrate this point, Workshop Instructors Reed Wilson and Rich Alven, who lead SECI’s Form 10-K In-Depth Workshop and who review each…
The CorpFin staff has provided two incremental sources of information and guidance dealing with shareholder proposals in the proxy process.  On September 6, 2019, CorpFin published an “Announcement Regarding Rule 14a-8 No Action Requests.”  In this Announcement, CorpFin staff says: The staff will continue to actively monitor correspondence and provide informal guidance to companies and proponents as appropriate. In cases where a company seeks to exclude a proposal, the staff will inform the…
As you may have heard, Virgin Galactic, Richard Branson’s space tourism company, began trading on the NYSE on October 28, 2019.  There was not a lot of press leading up to this listing as the company did not purse a traditional IPO.  The company achieved its NYSE listing by merging with a special purpose acquisition company or “SPAC”.  A SPAC is a company that raises capital through an IPO and lists on an exchange with…
As you may have heard, Virgin Galactic, Richard Branson’s space tourism company, began trading on the NYSE on October 28, 2019.  There was not a lot of press leading up to this listing as the company did not purse a traditional IPO.  The company achieved its NYSE listing by merging with a special purpose acquisition company or “SPAC”.  A SPAC is a company that raises capital through an IPO and lists on an exchange with…
The SEC has made some technical corrections to its March 2019 Final Rule for Disclosure Modernization and Simplification.  These corrections were made in an August 6, 2019 Final Rule to make technical corrections to the March 20, 2019 original Final Rule. First, in several registration statement forms (S-1, S-3, S-4, F-1, F-3, and F-4) the Item 3 section header should now read as:             Item 3. Summary Information and Risk Factors As of September…
It is always a good to remember that auditor independence is not just an issue for auditors but also for audit committees and management.  With the recent auditor independence enforcement actions against RSM and PwC as reminders, all companies, and in particular multinational companies, should review their own processes to assure no company personnel act in a way which could impact on auditor independence.  Particularly, offices outside the United States, where financial and other personnel…
In our last post we explored the relationship between metrics and nonGAAP measures, and how a metric that is computed with GAAP numbers is not a non-GAAP measure.  In this post we explore other important aspect of metrics, including explaining to investors how they relate to financial performance and also relating them to performance. When companies present metrics, such as “average monthly users,” these measures can look impressive, but in many business models the relationship…
One frequently misunderstood aspect of the SEC’s non-GAAP measure guidance is whether or not certain “operational metrics” such as same-store sales are non-GAAP measures.  Here is an example SEC comment that raises this question: Item 6. Selected Financial Data, page 52    In your selected financial data and your results of operations discussion for your segments, you present certain amounts, such as “average realized price per metric ton of primary aluminum”, “average cost per dry metric…
As we move towards the end of the third-quarter and begin preparations for year-end reporting we are presenting a series of posts focused on common questions and problems in quarterly and annual reports. One of the interim reporting issues we emphasize in our Workshops deals with the timing of the auditor’s review of the financial statements in Form 10-Q.  Regulation S-X Article 10-01(d) states: (d) Interim review by independent public accountant. Prior to filing, interim financial statements…