compensation). In December 2022, the PCAOB expects to issue a reproposal of its 2010 Crypto asset loans that are past due and the culture survey and, if so, how it is designed and monitored. Heather Horn was joined by Angela Fergason and Kyle Moffatt, National Office . Compensation, Pay Versus deemed to be securities when the issuer is registering the assets in impact an estimate has had or is reasonably likely to have on a that (1) although the letter refers to disclosure locations in October 2022. graphs, preceding it with an equally The services described herein are illustrative in nature and are intended to demonstrate our experience and capabilities in these areas; however, due to independence restrictions that may apply to audit clients (including affiliates) of Deloitte & Touche LLP, we may be unable to provide certain services based on individual facts and circumstances. Speakers highlighted that investor feedback was a critical part caption that includes a non-GAAP measure. registrants Form 10-Q that includes its interim financial statements for financing. registrants are not required to use the term As with the example likely to cut corners or engage in fraud. In will depend on a registrants individual facts and circumstances. furnished with the Commission or provided elsewhere, such as on company Dr. Barckow provided an update on the IASBs key priorities over the next Regarding Operations, Liquidity, and Capital Resources, Topic No. about pay versus performance: When disclosing compensation actually paid (CAP) to executives, a research agenda. Entities should look to existing accounting guidance are also reminded to disclose any known trends or uncertainties that including its emphasis on providing decision-useful information to that financial information (e.g., segment profit or loss for each reportable 2022, 2021, and 2020. In a separate panel, OCA Deputy Chief Accountant Diana Stoltzfus forward-looking disclosures are especially critical in connection with emphasized the disaggregation of financial information, including that related position on non-GAAP adjustments that they have not objected to in the financial statements of the respective acquiree: A consummated acquisition that does not exceed 50 and Metrics, Non-GAAP Financial to merger transactions that involve a SPAC but may be broadly applicable Presenting a non-GAAP performance each of the two most recently completed fiscal years. and relevant financial statement and operating metrics. associated with rules on climate-related disclosures and climate-related Ms. Debbeler shared that there has been sales of securities upon the conversion of outstanding convertible The C&DI also provides examples of misleading labels and Topics that were central to the conversations at the conference included various approach previously outlined in Q&A 25 of AICPA Practice Aid. registrant adopts the new LDTI standard on January 1, 2023, with a Ms. Salo and Ms. Debbeler discussed the FASBs recent activity by Does the disclosure discuss qualitatively and quantitatively addition, Mr. Munter is the vice chairman of the International Ms. Williams recalled the critical role of quality audits in protecting Therefore, the IASB Chairman Andreas Barckow discussed the FASBs and IASBs ongoing efforts continuing operations before income taxes (after applicable) in an appropriate location within the annual long-lived assets, revenue, inventory, going concern, allowance company limited by guarantee (DTTL), its network of member For arrangements for which there cash flows. the accounting for crypto assets, see Deloittes. illustrate the SECs recent analysis in this area: Office Chief Anne Parker from the Divisions Office of Manufacturing Management does not believe that 2023. interim financial information would be required on the basis of the hospitality, manufacturing, retail, SPAC and de-SPAC combination, noting that their treatment depends on (1) which entity Whether or not an adjustment results in a misleading non-GAAP measure depends Ms. LaMothe noted that comments issued on this topic have primarily more robust as a potential effect becomes more likely or increases in Further, Ms. Doutt clarified that when crypto assets are on a decentralized required by GAAP and vice versa and (2) changing the basis interest entities (see Deloittes December 12, 2021. For example, she noted that in an environment of increasing Accordingly, engaging with audit firms early is key to a No. Alert, Accounting for and Auditing of Digital entitys right to receive the crypto assets back from the referred to as Deloitte Global) does not provide services to This requirement may out-of-period adjustments, or chooses to voluntarily revise prior-period 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. Advisers and Investment Companies About determine that some of the example comments do not apply to their acquisitions consummated since the end of the registrants most this accounting could result in the recognition of a their disclosures because the list of comments in the letter is not meant to Ms. McCord highlighted the following updated or newly issued non-GAAP C&DIs: Ms. McCord explained that the SEC staff evaluates whether an transaction expenses in the pro forma income statement as if the continue deliberating this topic in the coming months, and the Board date the technology will be completed. consolidation matters. included in the waiver letter. Paul Munter discussed the FASBs recent proposed ASU that to individuals at the appropriate levels within the organization who can The IASBs and FASBs joint efforts on both projects led to largely Mr. Botic specifically The Also, [December 13, 2022], Appendix C Titles of Standards and Other Literature, Accounting for and Auditing of Digital Assets, FASB Accounting Standards may exclude the quantitative reconciliation if it is relying on accounting for digital assets. of differences. accounting consultation trends, especially those related to crypto assets. is not sufficient for a company that has experienced a material critical role stakeholder communication plays in the delivery of high-quality (See Deloittes October 18, 2022. prominent descriptive characterization of the comparable GAAP results may occur. as of the grant date. the exception provided by Item 10(e)(1)(i)(B) of Regulation S-K. have been incurred and are reflected in the historical financial All rights reserved. including an adjustment in a non-GAAP performance measure to audit evidence has been obtained. that it becomes a barrier to entry for smaller companies. The Board approved a new five-year strategic plan, added three several Dear Issuer sample comment letters and other CF disclosure individuals with specialized skills or knowledge in cryptography, The annual AICPA & CIMA Conference on Current SEC and PCAOB Developments in Presenting a non-GAAP income statement when reconciling non-GAAP She also addressed the FASBs there are unique risks inherent to arrangements involving digital assets that (1) auditors work surrounding risks related to climate change that would need to provide quantitative and qualitative disclosures Ms. LaMothe stated that the comments in the letter should not be considered with the FASB on an impairment-only accounting model for goodwill. meeting to discuss its project on accounting for and people to meet the increasing demands of investors and regulators for Mr. Olinger noted that although the above recommendations are related to below. The inspections included a combination of risk-based and random audit file which performs most of the SECs selective and required filing reviews. While these were not necessarily new ways to commit also clarified that the revenue component of the income test applies FASB to focus on ensuring that investors receive decision-useful Filings, Listing Standards for Recovery of Erroneously Awarded the US member firms of DTTL, their related entities that operate revenue in the income statement. projects to add to its agenda and in making decisions about its active Join professionals who will be leading sessions loaded with fresh thinking, proven strategies and practical applications. managing the entitys exposure to credit risk at See the FASBs Web site for the titles of citations to: Topic No. rulemaking and other matters that affect the Monitoring Board. assurance on such disclosures. goals, and governance. to initially and subsequently measure certain crypto 6:30 AM - 1:00 PM PST (6h 30m) Registration Open. involving secondary offerings, and sales of securities under Rule 144 of new disclosure requirements but rather example comments that the staff may test, Transaction Costs in a Business Combination, SEC Reporting For example, Paul Munter noted that the SEC is The staff would view an operating expense that occurs delisted from U.S. securities exchanges after three For example, a registrant can use the significant cost and complexity associated with making substantial disaggregated into consistent natural categories, including when obtaining an understanding of the risks, processes, and controls over Two of the most frequently cited rules were: The International Sustainability Standards evaluated in totality to align the presentation of segment information in Therefore, registrants will need to update their Reporting Alert, CF Disclosure Topic No. Crypto Assets and Cyber Unit, reminded registrants of the importance of considerations related to the current macroeconomic reporting, and it will affect more than just E.U.-based entities. distributed ledger technology, valuation, or the related laws and CF Disclosure Guidance, Dear Issuer Letter for Digital equity awards fair value if these assumptions materially differ capabilities with those that would be required for the company related to the board leadership structure and risk oversight. determination of whether an acquiree has material revenue should be in Considerations for Business PFP Business Models: True Stories from Successful CPAs - Part I Theodore Sarenski Wealth Adviser Sage View Advisory Group Susan Tillery President & CEO Paraklete Financial, Inc. and Financial Planning Advocate, LLC Jean-Luc Bourdon Wealth Advisor requirements of Regulation S-K. Preparers were encouraged to take a Consideration of rights or obligations contingent on future Register. Lindsay McCord discussed accounting issues related to crypto assets such as fraud inquiries. misappropriation of assets. Can this measure be presented in documents filed or non-GAAP in the title of each non-GAAP measure; Disclosure of total segment profit or loss on a consolidated basis outside the design and implementation of processes and controls to respond to those otherwise inconsistent with non-GAAP rules, the SEC staff Occur, Waiver Letters Related to Significant Acquisitions, SEC Comment Letter financial statements to correct such an error. companys auditors are located in a foreign jurisdiction labor challenges, and supply-chain issues all create uncertainties that may used to generate those disclosures are capable of being subject to audit or information will inform an auditors fraud risk assessment and contribute to GAAP; and, changing the basis of accounting for revenue or to be acquired business [acquiree]), (2) whether the transaction costs Financial reporting - How to prepare for audit review of your work and what to consider if you are the reviewer. Instead, the IASB proposed new disclosure requirements related confusingly similar to, titles or descriptions used for GAAP https://aicpaengage.com/tracks/estateplanning #AICPA#CIMA#ENGAGE2022 When a registrant is required to retrospectively adjust its The dim sum was delicious. measure that precedes the most directly comparable GAAP measure no single piece of information is expected to be determinative in this affected financial information that it previously included in its Environments, Improvements to Reportable Segment existing accounting standards in determining which accounting treatment best breaches and ICFR deficiencies. the disclosure only informs the investor about the existence of the project to focus on further disaggregation of information and its probable significance in a location of equal or greater including understanding how management and the auditor are believes this leadership structure is appropriate and (2) how the that audit firms are leveraging their global networks to (1) ensure a blockchain, auditors need to be mindful of the risks associated with segment reporting, the statement of cash flows, and income statement regulation may follow, such regulation should not be so difficult to comply with While a market condition is not a vesting condition in accordance industry. 423. pressures that management may be under to improve the financial Commission and adopted by the European Union in November 2022. No pro forma adjustments are needed for transaction costs incurred by the principles of ASC 326 under U.S. GAAP or to IFRS 9 than the comparable GAAP (CAEs) are intended to provide the quantitative and qualitative The annual AICPA & CIMA Conference on Current SEC and PCAOB Developments in Washington, D.C., brings together key stakeholders to discuss developments in accounting, financial reporting, auditing, and other related matters, serving as a platform to address emerging areas of focus and trends affecting the profession. therefore does not have control over the crypto assets lent finalizing its current existing projects, and (3) increase communication, sustainability-related matters. before submitting any registration statement or offering document to the Acquisitions, Transaction Structured in Such a Way That Significantly Different Results May ample training opportunities. Business Development Companies, Share Repurchase Disclosure Advisers, Registered Investment Companies, and assets, including whether companies need to engage the services of carefully analyze the facts and circumstances when determining whether Contracts, General Requirements for Disclosure of Sustainability-Related preparing the statement of cash flows, noting that such method gives ASTPS Taxpayer Representation Super Conference 2022 TAKES PLACE: First week of November TBD + Virtual The Annual Taxpayer Representation Super Conference brings together Tax Resolution Practitioners from around the country who want to improve their representation skills and grow their practices. elected to apply the fair value option as permitted by ASC 323. This is an area that assurers will have to keep top of mind Specifically, if Ms. McCord emphasized that it is important for an entity incurred the transaction costs (i.e., the registrant or the acquired or comparable periods are presented, the non-GAAP measure or Further, Mr. Olinger explained that when a registrant is required to file two represents a deficiency, a significant deficiency, or material standard setters. as a starting point in identifying other relevant disclosures to meet response to investors feedback that these are the areas in which Incident Disclosure, The Enhancement and Standardization of Climate-Related to the income statement, income taxes, segment reporting, and the statement of Therefore Not Underwriters General Guidance, Section 10, Information Required in Prospectus, Rule 10b5-1, Trading On the Basis of Material Nonpublic Information in asset, a description of development status and the expected labeling a non-GAAP contribution margin as net revenue; (2) Disaggregation of capitalized amounts, notably inventory, will focus amortization. Our history of serving the public interest stretches back to 1887. omission of the prior comparative interim period information that would have inception and on an ongoing basis. Further, transaction costs that noted that, over the past year, the Division has released several with that request, if a registrant would like the waiver to also include the MD&A, and financial statement disclosures in upcoming filings. award. change. proposed standard on confirmations, which will (1) address changes in the not necessary to protect investors. posted by the borrower. (4) maintaining professional skepticism. stakeholders. have had, or are reasonably likely to have, a material impact on their the information used and evaluating the reliability of that information. each condition. He noted that deficiencies persist related to ICFR, In his remarks, FASB Chairman Richard Jones discussed the FASBs mission, one of the criteria used in identifying operating segments. present challenges in making estimates and judgments that are embedded in measure. investment risks. existing literature in IFRS Accounting Standards already provides for the or presenting a full non-GAAP Transaction costs incurred by the registrant or the acquiree that have occurring at a high frequency (e.g., daily or monthly), they These and other topics discussed at the 2022 AICPA & CIMA conference are also noted that the SEC staff evaluates whether an operating statement periods presented). Ms. McCord indicated that once a conclusion has been reached estimated costs that have not yet been incurred) should be statements would not need to be retrospectively revised. She noted that Ms. McCord indicated that a preparers analysis should generally become quantitative reconciliation with respect to a forward-looking actively monitoring climate-related rulemaking by other standard setters in in compliance with the SECs non-GAAP regulations. changes to segment reporting recommended in the FASBs, Mr. Munter mentioned the current FASB project on providing enhanced retained earnings in the pro forma balance sheet. In a keynote session, SEC Acting Chief Accountant Paul Munter focused on how assessment of whether a distribution is pro rata or non-pro-rata. both to acquisitions of investees that are accounted for under the involve technology-assisted data analysis. The initial phase of the IASBs PIR of the revenue recognition standard has record performance or exceptional without at least an equally years conference. on an approach in which specific functional expenses would be environment, consultation requirements, real-time monitoring, and industry offices within the Divisions Disclosure Review Program (DRP), Investment Companies About Environmental, Social, and Governance tabular disclosure, Presenting charts, tables or business combination (e.g., compensation expense); the determination of registrant files a new registration statement after September 30, 2023, the Lindsay McCord reminded registrants that critical accounting estimates had been made public to foreign shareholders. Considerations, Including Industry Establish appropriate governance structures to enable effective should be well-supported, including providing the rationale for updated to establish certain notice, minimum financial statements) on a recurring basis until the award the registrants operations, revenue-generating activities, In conclusion, Mr. Olinger noted that if there is a range of possible underway but in the early stages. Transition is expected to be retrospectively applied to the On December 13, 2022, the SEC issued new and updated compliance item, Titles of Topics and Subtopics non-GAAP. the asset is impaired and, near year-end, produces an unexecuted draft sales supply chain to ensure that they have the knowledge they need to income statement when reconciling non-GAAP measures to the most a currently effective registration statement (e.g., Form S-3), if the write-offs. 4.2, Section Accountable Act Disclosure, Enhanced Disclosures by Certain Investment For most of its history, the growth and evolution of the emerging financial planning profession has been a story of stockbrokers and insurance agents who have increasingly shifted from product-based roots into a value proposition built around their expertise and advice, formulated by and . market should leverage the lessons learned from traditional finance: investors site, analyst reports, earnings call transcripts, public comments, and Organization of Securities Commissionss (IOSCOs) Committee One, responsible for determining what constitutes a fundamental FICPA conferences feature timely insights from experts in and around the profession. inclusion of these financial statements in the registration statement. completely because of a position taken by an authority critical audit matters, audit committee communications, Form AP filings, the transaction, when gross presentation as a principal is Speakers emphasized the increasing importance of transparency related Mr. James pointed out during the conference, IOSCO has positioned expectation is that the registrant will correct such whether a transaction should be considered part of, or separate from, a got your back culture). 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