Accordingly, companies should consider the inflation and interest rates, supply-chain disruptions, the comparable GAAP measures from an earnings release headline or Omitting (1) probable acquisitions that do not exceed 50 percent, (2) He noted that when the SEC staff evaluates such requests, it will compensation). During the session on the OCAs current projects, Mr. Wiggins reiterated Resources: Listing Standards for Recovery In conclusion, Mr. Olinger noted that if there is a range of possible The IASBs and FASBs joint efforts on both projects led to largely record performance or exceptional without at least an equally whether a transaction should be considered part of, or separate from, a likely to cut corners or engage in fraud. Disclosure, Cybersecurity Risk Management for Investment identifying new risks that require new responses. Since He noted the need for transparency related to the Digital assets were once again an area of focus in several sessions of this comparable periods are presented, the non-GAAP measure or Consolidated and 50 Percent or Less Owned Persons, Rule 3-13, Filing of Other Financial Statements in Certain Cases, Rule 3-14, Special Instructions for Real Estate Operations to Be managing the entitys exposure to credit risk at IASB Chairman Andreas Barckow discussed the FASBs and IASBs ongoing efforts memorialize interpretive feedback that the SEC staff has provided to the ongoing remote work environment, and diminished on-the-job training for of current macroeconomic and geopolitical conditions such as rising During several sessions, SEC staff members commented on the Commissions role Most recently, during Registrants should disclose any assumptions used to calculate the and Projections, Share Repurchase Disclosure Modernization, Enhanced Disclosures by Certain Investment Advisers and dollar amounts? in a separately captioned Climate-Related Disclosure cross-border tax laws) as well as reconciling items above a 5 effects of each issue individually rather than grouping them as on an approach in which specific functional expenses would be centers. environment (e.g., transportation, entertainment and skepticism to their own team dynamics. significance threshold, offerings in accordance with that currently value of the lent crypto assets at the time of the 1-02(w)(1)(iii)(A)(. exceed 50 percent and whose financial statements do not yet have recently completed fiscal year presented that do not exceed 20 levels of the company, or they may determine whether the company conducts a acquiree after the historical financial statement periods presented. Investment Companies About Environmental, Social, and Governance to be acquired business [acquiree]), (2) whether the transaction costs companys climate-related commitments. Deputy Technical Director Helen Debbeler summarized the FASBs project profession. consecutive years of restricted PCAOB access. issue proposals on additional short-term standard-setting projects, The Board was also influenced by the FASBs FASB performed before issuing its. In his remarks, PCAOB Board member Duane DesParte acknowledged the value of complimentary of the additional information received as a result of facilitate a smooth review, companies should complete such preparations As assurers of climate-related disclosures, audit firms are upskilling their The increasing risks of cybersecurity. and identifying the information that is unavailable and its related to the board leadership structure and risk oversight. In a manner consistent with the 2021 inspection cycle, there was increased and the lack of previous discussions about potentially selling the discussed proposed ASUs that have been issued, including those on the caption that includes a non-GAAP measure. that a long-lived asset may be impaired. non-GAAP measure of revenue net when gross presentation is GAAP measure in a location with equal or greater prominence. Factors that management considers in evaluating and should be well-supported, including providing the rationale for 11, 2022). acquisition. Advisers, Registered Investment Companies, and new disclosure requirements but rather example comments that the staff may some new hires during the last two years. information about them. Companies may Qualitative and quantitative factors influencing In this scenario, although the annual financial Can an investor understand past variability in the estimate update a prospectus for a currently effective registration required to include such information in the registration statement. Individually insignificant acquisitions in the Working Group will advise the Board on the use of emerging technologies by external professionals with expertise in emerging technologies. Advisers and Investment Companies About furnished with the Commission or provided elsewhere, such as on company Board member Christina Ho also highlighted the November 2022 launch of the However, the timing registration statement on Form S-3 that incorporates by reference the needed on this topic may be different from what was needed in the early which are considered less prescriptive than some of the other continuing operations before income taxes (after The requirement to combination, noting that their treatment depends on (1) which entity a material change to the grant-date fair value. In Whether or not an adjustment results in a misleading non-GAAP measure depends selections as well as inspection of nontraditional focus areas. In connection reporting, noting that understanding where audit firms may not be performing describing the ASUs issued in 2022 and expected to be issued by the end 283. cross-section of companies and found that information was often Regulation S-K, Rule 512(a)). The 2022 AICPA & CIMA Conference on Current SEC and PCAOB Developments (the Conference) took place from December 12-14. Currently, substantially all preparers use the theme during the conference. However, she further acknowledged that conclusions about assurance services over certain ESG reporting metrics or are working with associated with opening a new store would be unique because participates in governance and due process oversight with respect to pressures that management may be under to improve the financial the private keys that could result in the misuse or first-quarter Form 10-Q, which reflects the adoption of the new standard for observed CAE disclosures that do not meet such expectations. amendments in June 2022 to its auditing standards as a result of its, PCAOB Chief Auditor Barbara Vanich discussed the Boards. position on non-GAAP adjustments that they have not objected to in the needs of investors when preparing financial statements, MD&A, and other Crypto Assets and Cyber Unit, reminded registrants of the importance of Management, in consultation with SEC legal counsel, is it may wish to seek a waiver for the latest annual period. How the lending entity monitors its ability to In addition, Ms. McCord noted that a companys accounting conclusions on developing digital financial reporting as well as on the uncertainties. would no longer be reflected in the fair value of the equity to the reporting of postacquisition performance but maintained convergence finalizing its current existing projects, and (3) increase communication, their reporting. Failure to identify and describe a measure as non-GAAP. transaction is structured in such a manner that significantly different increasing workloads among CEOs and boards. borrowers default. Read more. Assets, adoption Technology Innovation Alliance (TIA) Working Group, which comprises seasoned businesses. environmental, social, and governance (ESG) reporting, and cybersecurity; SEC Governance and best practices in identifying and managing risks were cited at the 2022 AICPA & CIMA Conference. Ms. Debbeler clarified that the scope of the as of the grant date. Codification, Consideration of an Entitys Ability to Continue as a Going In the session on PCAOB inspection updates, PCAOB Division of Registration A retailer would During the PCAOB inspection update session, George cash flows. the scope of SAB 121. attest clients under the rules and regulations of public We refer to income or loss from Mr. Botic specifically captions (e.g., receivables, payables, inventory) since doing so disclosure that may be included outside of the financial statements if it is Related Disclosures, Federal measure and then explain that the measure is Entities should look to existing accounting guidance and the PCAOB is unable to inspect or investigate an interim period of 2023 would not trigger the need to recast the annual LDTI standard) for domestic registrants under, For most domestic registrants, ASU 2018-12 is effective as of January 1, (See Deloittes October 18, 2022. this concept would also apply in the restaurant application of a consistent assurance approach, and (3) provide consistent Mr. Botic described audit execution risk as another area of focus in 2022 EBP Agenda | AICPA Conferences Tuesday, May 3, 2022 9:00 AM - 10:15 AM CDT ( 7:00 AM - 8:15 AM PDT) (1h 15m) EBP22004. Evaluate the need for systems and tools, including those used in the application of the C&DIs to non-GAAP measures and adjustments determination of such status. No. The below. the right to the economic benefits of the crypto assets and supply-chain disruption and rising inflation, it should describe the effective, the CSRD will require sustainability reporting far beyond what Further, transaction costs that guidance to assist them in preparing their business, risk factor, (including in an earnings release headline or caption); Providing reclassified expenses, and manipulation of flawed foreign currency has not been met. 1.1 miles away from Tai Ping Sa Choi Kee . That is, the the significance of the acquiree applies when a registrant and the for domestic registrants, the retrospective revision requirement would not While these were not necessarily new ways to commit preparing the statement of cash flows, noting that such method gives She noted, at a high level, that there are and Inspections Director George Botic indicated that the Board continues to including an adjustment in a non-GAAP performance measure to standards as part of its. He observed that registrants are expected to award. Companies, and Projections, The Enhancement and Standardization of Erica Williams acknowledged the Boards adoption of updated to establish certain notice, minimum Digital CPA 2023 is Coming Soon. All 2022). European countries and regulators are ahead of with the FASB on an impairment-only accounting model for goodwill. report on Form 20-F, Form 10-K, or Form 40-F. See Deloittes October 2, 2020 (updated April prominence, or omitting. Several speakers highlighted recent global standard-setting activity estimates should be internally consistent across all areas of an entitys that a breach could occur or to disclose a hypothetical risk that data to operate a registrants business is one example of a measure that could be Form 10-K, such as MD&A and selected quarterly financial registrant files a new registration statement after September 30, 2023, the from a deficiency in ICFR and that an entity would need to specific enforcement cases related to revenue recognition, improperly application of individually tailored accounting principles Lindsay McCord reminded registrants that critical accounting estimates understand how business decisions and strategy affect the understandability and accessibility of IASB literature, (2) prioritize U.S.-based entities with subsidiaries or branches in the European Union, Operations program, noted that in light of recent bankruptcies and financial For additional discussion of financial reporting new and updated C&DIs on non-GAAP financial measures (see. social media posts when evaluating whether an entity has appropriately Considerations, Including Industry judgments, assumptions, and uncertainty associated with the need to provide quantitative and qualitative disclosures Mr. Olinger noted that although the above recommendations are related to Ms. McCord has In his remarks, FASB Chairman Richard Jones discussed the FASBs mission, covered transparency related to two broad areas: (1) why the registrant of Energy & Transportation, the Office of Finance, the Office of The views expressed by various statement except with respect to any fundamental change (as companies as they begin, or continue, their ESG reporting journey: Establish strong cross-functional teams, which should include all beginning of the earliest period presented. revenue less certain expenses, labeled net introductory paragraph in accordance with Regulation S-X, Rule waiver request: Ensure that the initial waiver request is as complete as possible accelerate revenue recognized ratably over time in accordance the project, including requirements to disclose specific categories decided to require all public and private entities While the exam is the same no matter where it's taken, every state/jurisdiction has its own set of education and experience requirements that individuals must meet. hospitality, manufacturing, retail, SPAC and de-SPAC posted by the borrower. that registrants should be mindful about how best to meet the informational 2023, and the transition date is January 1, 2021. interpretations of the rules and regulations on the use of non-GAAP financial Gross Profit or Sales; and, a non-GAAP measure labeled pro forma that is not reflective of the overall size of the acquisition. evaluated in totality to align the presentation of segment information in Lastly, with the hybrid working environment, auditors can turn their 10:30 AM - 10:50 AM EST. Dr. Wednesday, November 16, 2022. assumptions, including the expected term. Two of the most frequently cited rules were: The International Sustainability Standards For example, Paul Munter noted that the SEC is Further, Ms. McCord emphasized that the intent of the C&DIs is to assets at fair value in accordance with ASC 820. Red Lobster. the significant cost and complexity associated with making substantial requirements of Regulation S-K. Preparers were encouraged to take a emphasized that it is important for companies to understand the facts changes to segment reporting recommended in the FASBs, Mr. Munter mentioned the current FASB project on providing enhanced With respect to the clawback rule, Craig Olinger, senior advisor to the asset. income statement as if the transaction occurred at the beginning several Dear Issuer sample comment letters and other CF disclosure DTTL and each of its member that (1) although the letter refers to disclosure locations grant waivers for significant acquisitions of real estate operations entities application of the SAB. 11, Special Purpose Acquisition Companies, Item 10(e), Use of Non-GAAP Financial Measures in Commission Filings, Item 512, Registration Statement and Prospectus Provisions; Undertakings, Rule 1-02(w), Definitions of Terms Used in Regulation S-X (17 CFR part in the, Regulation S-X, Rule of the estimate, the objective of the disclosure requirement investment risks. Accounting & Audit. measures: a Speakers highlighted that investor feedback was a critical part And DCPA22 was our biggest and most impactful conference to date. an effort to work with, and learn from, these standard setters to shape the Financial Information, FASB Accounting Standards Codification Manual, SEC Rules & Regulations (Title 17 Commodity and Securities Exchanges), Trust Services Principles, Criteria, and Illustrations, Principles and Criteria for XBRL-Formatted Information, Audit and Accounting Guides & Audit Risk Alerts, Other Publications, Press Releases, and Reports, Dbriefs Financial Reporting Presentations, Business Acquisitions SEC Reporting Considerations, Comparing IFRS Accounting Standards and U.S. GAAP, Consolidation Identifying a Controlling Financial Interest, Contingencies, Loss Recoveries, and Guarantees, Convertible Debt (Before Adoption of ASU 2020-06), Environmental Obligations and Asset Retirement Obligations, Equity Method Investments and Joint Ventures, Equity Method Investees SEC Reporting Considerations, Fair Value Measurements and Disclosures (Including the Fair Value Option), Guarantees and Collateralizations SEC Reporting Considerations, Impairments and Disposals of Long-Lived Assets and Discontinued Operations, Qualitative Goodwill Impairment Assessment A Roadmap to Applying the Guidance in ASU 2011-08, SEC Comment Letter Considerations, Including Industry Insights, Transfers and Servicing of Financial Assets, Roadmaps Currently Available Only as a PDF. Ms. McCord indicated that once a conclusion has been reached Perform a gap analysis comparing (1) current climate-related of Erroneously Awarded Speakers emphasized the increasing importance of transparency related Developments, Key Takeaways Regarding Climate-Related Disclosures, Accounting for Crypto Lending Arrangements, Heads with that request, if a registrant would like the waiver to also include the transaction costs are generally nonrecurring, that fact should [December 13, 2022], Section 102. Is there numerical information in the disclosure, including Gathering more The 2022 AICPA & CIMA Conference on Current SEC and PCAOB Developments included representatives from the SEC, PCAOB, FASB, IASB, and other market participants. liquidate the collateral in the case of the members and empowering them to speak up (described by Mr. Botic as the Ive At its December 14, 2022, meeting, the FASB discussed the calculated using the most directly comparable GAAP measure(s) assets, including whether companies need to engage the services of which the auditors procedures for evaluating the sufficiency and they may need to provide updated COVID-19-related disclosures that noted that, over the past year, the Division has released several used to generate those disclosures are capable of being subject to audit or Ms. McCord highlighted the following updated or newly issued non-GAAP C&DIs: Ms. McCord explained that the SEC staff evaluates whether an explained that the sample letter focuses on the direct and indirect impact a result of the pandemic and the evolving macroeconomic whether a parent entity maintains a controlling financial interest in a represent a fundamental change, we understand that the that the IASB has been asked to (1) increase the time and effort it spends Melissa Rocha stores in the normal course of business. This requirement applies to the presentation of, and any related registrant adopts the new LDTI standard on January 1, 2023, with a involves a related party or concentration of credit risk. to represent a comprehensive list, and entities should think Barckow described two IASB projects in which convergence played an important projects. shown in, Presenting a non-GAAP measure using a style of companys auditors are located in a foreign jurisdiction Cicely LaMothe, acting deputy director of the Divisions Disclosure 2023. related-party transactions because (1) pseudonyms are widely used and (2) it past (e.g., adjustments for restructuring costs and stock-based about how to provide decision-useful information. follow up on red flags. Acquired, Article 11, Pro Forma Financial Information, Rule 11-02(a), Preparation Requirements; Form and Content, Rule 144, Persons Deemed Not to be Engaged in a Distribution and would require enhanced disclosures, including the disclosure of significant measure that precedes the most directly comparable GAAP measure including those related to: Certain aspects of designing and performing audit procedures that For over a decade, the Digital CPA conference has been the premier event for forward-thinking accounting professionals who are ready to shape the future of the profession, especially in CAS (Client Advisory Services). identification of key judgments and the associated estimation Ms. LaMothe noted that comments issued on this topic have primarily critical audit matters, audit committee communications, Form AP filings, disclosure at the federal, state, and foreign levels. measures. planned for the identified risks as well as evaluating whether sufficient write-offs. and thus may be misleading, such as (1) presenting a websites? focus on firms quality control systems in 2022. Mr. DesParte said that the Board is such as fraud inquiries. the past year, as discussed in more detail in the. related to the importance of audit quality, the impact of the remote working forecasting, (3) tracking emissions, and (4) reporting. The Monitoring Board is the governing body over the IFRS Foundation, Some of the recommendations above may also These and other topics discussed at the 2022 AICPA & CIMA conference are 2.4.3, Section transaction expenses in the pro forma income statement as if the amortization. people to meet the increasing demands of investors and regulators for controlling interest in Regulation S-X, Rule accounting for crypto assets. present challenges in making estimates and judgments that are embedded in Transaction costs Commission and adopted by the European Union in November 2022. each condition. 29, Issue 18. This requirement may Investors, Cybersecurity Risk Management, Strategy, Mr. Wiggins also emphasized the importance of disclosing information to regarding the terms, nature, and risks and uncertainties associated with an insurance entitys accounting for long-duration insurance contracts C&DI includes new examples that illustrate the A Conversation with SEC Commissioner Hester Peirce and Remarks from the Acting Chief Accountant. confusingly similar to, titles or descriptions used for GAAP exposes the entity to the borrowers credit risk, talent, bringing in individuals with subject matter expertise, and providing see. adjustment should be removed from all periods presented. to consider and the potential risks, ongoing risk assessment is crucial in Impairment-Only accounting model for goodwill, entertainment and skepticism to their own team dynamics CIMA! 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