We have updated our website’s SEC Desk with the 2021 SEC Filing Reference Guide, which is ready to access and download. This update summarizes the U.S. Securities and Exchange Commission’s 2021 calendar year filing deadlines. While there are no significant changes to the due dates for the new filing year, several of the dates fall
Recap: Accounting and SEC Reporting Update Zoom Webinar
Deemed as a riveting presentation from a CFO and SEC registrant attendee, PKF Texas hosted its last Zoom webinar of the year with the SEC niche team, “What’s Next for 2021: Accounting and SEC Reporting Updates,” on December 3, 2020. Audit Director, Chip Schweiger, CPA, CGMA, moderated a panel consisting of speakers:
- Valerie Frey, CPA,
EDGAR System Upgrade No Longer Supports 2018 GAAP Taxonomy
The Securities and Exchange Commission (SEC) announced on June 29, 2020 that the EDGAR system was upgraded to Release 20.2 and no longer supports the following taxonomies:
- 2018 US GAAP Financial Reporting Taxonomy,
- 2018 SEC Reporting Taxonomy,
- 2012 and 2013 Investment Schedule (INVEST),
- 2016 Countries (COUNTRY), 2017 Currencies (Currency), and
- 2018 Exchanges (EXCH).
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SEC Disclosure Effectiveness Initiative and What it Means for Public Companies
Jen: This is the PKF Texas Entrepreneur’s Playbook, I’m Jen Lemanski and I’m back again with Chip Schweiger, an audit director and one of the faces of our PKF Texas SEC team. Chip, welcome back to the playbook.
Chip: Thanks Jen, great to be here.
Jen: I know that the SEC has proposed to eliminate disclosures and Regulation S-K and amend the requirements to focus on material information for management disclosures and other information and analysis. What does that mean for our public company clients?
Chip: Yeah, so recently the SEC issued authoritative interpretive guidance related to disclosures meant to streamline disclosures for companies and give better information to investors. It’s part of what they’re calling their Disclosure Effectiveness Initiative and it really relates to Item 301 selected financial data, Item 302 and then Item 303 in management’s discussion and analysis.
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Monitoring the FCPA: Is Your Public Company in Compliance?
Jen: This is the PKF Texas Entrepreneurs Playbook. I’m Jen Lemanski and I’m back again with Chip Schweiger, one of our audit directors and a member of our PKF Texas SEC team. Chip, welcome back to the Playbook.
Chip: Thanks, Jen. Good to be back.
Jen: So I’ve heard a little bit in the news about FCPA. What is it and how does it affect public companies?
Chip: Sure so FCPA, also known as the Foreign Corrupt Practices Act, was actually a law that was enacted in 1977 and it generally prohibits the payment of bribes to foreign officials to gain business. It includes, not only the officers and the agents of that company, but also the company themselves.
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PCAOB and SEC: Possible Merger by 2022?
Jen: This is the PKF Texas Entrepreneur’s Playbook. I’m Jen Lemanski and I’m back once again with Ryan Istre, an Audit Director and one of the faces of our PKF Texas SEC team. Ryan, welcome back to The Playbook.
Ryan: Thanks, Jen.
Jen: Recently, one of our industry publications, Accounting Today, had an article where it said the PCAOB may fold into the SEC by 2022? What’s going on there?
Ryan: Yes, I did read that in Accounting Today. Right now, it’s a White House budget blueprint. The proposal is for, you know, for budgeting purposes, of course, to potentially save the country $580 million by the year 2030.
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How Critical Audit Matters (CAMs) Affect SEC Companies
Jen: This is the PKF Texas Entrepreneur’s Playbook, I’m Jen Lemanski and I’m here with Ryan Istre, an audit director and one of the faces of our PKF Texas SEC team. Ryan, welcome back to the Playbook.
Ryan: Thanks for having me Jen.
Jen: So, I’ve heard you guys on the audit side talk a little bit about CAMs, what are they and how do they affect public companies?
Ryan: So, a CAM is defined as a Critical Audit Matter. The PCAOB issued an amendment to AS 3101 which is the literature that governs what an auditor is required to include in an audit opinion of public companies. So the amendment actually adjusted what will be now seen in public company audit opinions.
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How Comment Letter Trends from the SEC Impact Public Companies
Jen: This is the PKF Texas Entrepreneur’s Playbook. I’m Jen Lemanski, and I’m here with Chip Schweiger, one of our audit Directors and one of the faces of the PKF Texas SEC team. Chip, welcome to the playbook.
Chip: Thanks, Jen. Good to be here.
Jen: So, I know this is the time of year where public companies are getting ready to file their financial statements, their disclosures… What do they need to look at with their Form 10-Ks when they’re getting ready to prepare those?
Chip: Yeah. So, Jen, last year we put out an analysis: comment letter trends from the SEC based on the last three years of comments. We saw some things on there that you would expect: the use of non-GAAP financial measures, comments on the management’s discussion and analysis and comments on fair value measurements, but there are also some new items on the list.
Jen: What kind of new items?
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SEC Proposes Disclosure Changes to Regulation S-K
As part of their Disclosure Effectiveness Initiative, the Securities and Exchange Commission (SEC) recently proposed interpretive guidance to eliminate some disclosures in Regulation S-K and to amend other requirements to better focus on material information in Item 303, “Management’s Discussion and Analysis.”
More specifically, the SEC’s proposal would eliminate duplicative disclosures and modernize “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” (known as MD&A) to benefit investors and to simplify compliance for issuers. The proposed amendments are part of a comprehensive evaluation of the SEC’s disclosure requirements intended to improve the SEC’s overall disclosure regime. Specifically, the proposed amendments would eliminate Item 301 of Regulation S-K, “Selected Financial Data,” and Item 302 of Regulation S-K, “Supplementary Financial Information,” as the information is largely duplicative of other requirements.
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Public Statement from SEC Chairman: Amendments, Initiatives, more
On January 30, 2020, Chairman of the Securities and Exchange Commission (SEC), Jay Clayton, released a public statement, “Proposed Amendments to Modernize and Enhance Financial Disclosures; Other Ongoing Disclosure Modernization Initiatives; Impact of the Coronavirus; Environmental and Climate-Related Disclosure.”
Clayton’s statement discusses these four topics:
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