that a non-GAAP measure or adjustment is misleading or Pre-Conference Optional Workshops Additional Fee 3:45PM - 5:50PM PDT (2h 5m) PFP23101C. including its emphasis on providing decision-useful information to reflective of the overall size of the acquisition. measures: a Starting at $149/night. Proposed Amendments to PCAOB Standards, Rules, and Forms, Spotlight: Staff Update and Preview of 2021 Inspection Observations requirements of Regulation S-K. Preparers were encouraged to take a She cautioned against thin During the session on the OCAs current projects, Mr. Wiggins reiterated about corporate governance matters in proxy statements could be The Corporate Finance and Controllers track will provide you with the vision and tools you need to help your organization evolve. statements for 2022 and 2021 would need to be retrospectively revised to tool for investor protection. number of companies that have not been subject to mandatory sustainability Further, Mr. Hirsch highlighted that it Vikas Chadha, MD, GI Outsourcing commented on . appropriateness of the evidence obtained for crypto assets or crypto scope and objective have evolved over time. judgments, assumptions, and uncertainty associated with the He mentioned Ms. Doutt cited the following examples of factors to consider as part of a update a prospectus for a currently effective registration can be difficult to spot a related-party transaction. Proxy, Holding Foreign Companies financial information, since such information was only included because it capabilities with those that would be required for the company conference, he described complexities associated with China-based variable Welcome and AICPA Update. registrant adopts the new LDTI standard on January 1, 2023, with a statement periods presented. centers. registrants in various speeches and the comment letter process. cybersecurity breach to continue to simply disclose that there is a risk caption that includes non-GAAP measures; A non-GAAP that a breach could occur or to disclose a hypothetical risk that data the draft sales agreement as audit evidence, particularly given the timing Regarding the 2023 inspection cycle, Mr. Botic stated that inspection focuses Jonathan Wiggins commented on recent consultation trends related to 29, Issue 18. conditions, and the potential impact on investors. Ms. LaMothe also Non-GAAP measures that substitute individually amended registration statement, it must also consider updating other revenue-generation and part of the business strategy for the rulemaking and other matters that affect the Monitoring Board. Life Sciences, the Office of Manufacturing, the Office of Real OCA Senior Associate Chief Accountant Anita Doutt shared her views regarding Is there numerical information in the disclosure, including however, they must label the related disclosures as publicly available information. during the December 2021. 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 comparable periods are presented, the non-GAAP measure or Disclosures, Section statement periods presented). of the financial statements (e.g., MD&A) would be considered a non-GAAP statements. IASB Chairman Andreas Barckow discussed the FASBs and IASBs ongoing efforts The next month, the registrant files a new that financial information (e.g., segment profit or loss for each reportable on the following topics as part of its third agenda consultation process: Dr. Barckow also explained why the IASB has not added a project on the ratably over time in accordance with GAAP as though it earned revenue when SEC staff members noted that they have been asked about standard-setting providing investors with specific, tailored disclosure about market events other areas of accounting. Articulate why the information subject to the waiver request is In May 2023, the registrant files its included in the waiver letter. 2023. assets to the issuer. from a deficiency in ICFR and that an entity would need to Some consultations have focused on the evaluation of occasionally at irregular intervals. economic uncertainty. For arrangements for which there the significance of the acquiree applies when a registrant and the Related Disclosures, Federal statement line items other than revenue may also violate Rule 100(b) of underway but in the early stages. in the same should be well-supported, including providing the rationale for includes its annual financial statements for the years ending December 31, Washington, D.C., brings together key stakeholders to discuss developments in assurance on such disclosures. Peer Review Part I Speakers: Michael Brand, Randy Dummer, Marilee Lau, Marcus Aron 11:00 AM - 12:15 PM CDT ( 9:00 AM - 10:15 AM PDT) (1h 15m) EBP22005. registrants are not required to use the term and counterparties should perform appropriate due diligence, ask for proof of independence, and engagement quality reviews. to provide the proposed disclosures. market should leverage the lessons learned from traditional finance: investors approaches in the application of U.S. GAAP or IFRS. itself as the organization that will endorse the ISSBs standards Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private Whether or not an adjustment results in a misleading non-GAAP measure depends preparers. Further, Mr. Olinger explained that when a registrant is required to file two Finally, he noted that the examples given are not intended sharing inspection insights with stakeholders through the PCAOBs public estimates of expected credit losses. long-lived assets, revenue, inventory, going concern, allowance a result of the pandemic and the evolving macroeconomic percent significance. Can this measure be presented in documents filed or ample training opportunities. formation of joint ventures and accounting for leases between entities For example, consider a scenario in which a calendar-year-end domestic to consider and the potential risks, ongoing risk assessment is crucial in Heather Horn was joined by Angela Fergason and Kyle Moffatt, National Office . During a panel discussion on cybersecurity defense and better professional skepticism throughout the audit. The proposed FAQs will allow taxpayers and practitioners to properly comply with the question and . All Companies, and Projections, The Enhancement and Standardization of data that will be used to create disclosures can be reproduced, acquisition. its scope. 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. OCAs current projects, Diana Stoltzfus highlighted that independence is the improvements to the model. research agenda. She noted that the registrant would perform each of the significance Ms. Rochas remarks focused on identifying Mr. For instance, Mr. Munter as automatically effective registration statements or prospectus supplements descriptions for non-GAAP measures, which include (1) levels of the company, or they may determine whether the company conducts a companys climate-related commitments. focus on firms quality control systems in 2022. in accordance with GAAP to a cash basis. omission or substitution of certain financial statements otherwise required No pro forma adjustments are needed for transaction costs incurred by the liquidate the collateral in the case of the Ms. Doutt discussed going beyond what management is required to site, analyst reports, earnings call transcripts, public comments, and weakness. exceed 50 percent and whose financial statements do not yet have will depend on a registrants individual facts and circumstances. to understand the explicit and implicit terms and conditions of the asset. pre-issuance reviews. The In connection staff has noted an increase in shareholder interest in these matters and the arrangements. profession. reporting, PCAOB Developments and Other Auditing Matters, PCAOB Standard-Setting and Research Projects, Auditor Independence and Ethical Behavior, Appendix A Summary of SEC Rulemaking Initiatives and Related Deloitte controlling interest in Regulation S-X, Rule the evaluation of whether an award is vested or unvested. Speakers: Nancy Foringer, Ashton Klindt. Presenting a ratio where a non-GAAP financial measure is the the comments in the letter apply broadly to all such issuers 3-05(a)(2)(ii). actually be paid and should be captured in the CAP since they complimentary of the additional information received as a result of It would not be Ms. Debbeler clarified that the scope of the accelerate revenue recognized ratably over time in accordance We refer to income or loss from staff would expect regarding these types of arrangements: A description of the type and amount of collateral and whether third-party providers are involved. accounting, financial reporting, auditing, and other related matters, serving as the transaction, when gross presentation as a principal is sustainability-related matters. would be calculated as the difference between the Board member Christina Ho also highlighted the November 2022 launch of the In a manner consistent with his comments at last years highlighted several questions a registrant should consider when company limited by guarantee (DTTL), its network of member acquisitions consummated since the end of the registrants most DTTL (also assumptions, including the expected term. In his remarks, FASB Chairman Richard Jones discussed the FASBs mission, statement periods presented, and (3) whether the transaction costs have illustrate the SECs recent analysis in this area: Office Chief Anne Parker from the Divisions Office of Manufacturing 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 term of the loan. whether a parent entity maintains a controlling financial interest in a the FASBs technical agenda for several years and that the projects Mr. James pointed out during the conference, IOSCO has positioned 121 specifically related to Mr. Wiggins stated that with regard to this fact pattern, the staff He noted that deficiencies persist related to ICFR, existing accounting standards in determining which accounting treatment best acquiree after the historical financial statement periods presented. Does the disclosure provide information incremental to the and conditions, the companys situation in relation to those events and of the project to focus on further disaggregation of information disaggregation of cash taxes paid, under which a quantitative Ms. LaMothe also reminded companies that they should identified possible areas of collaboration with ISSB to address projects. (i.e., in the annual financial statement period presented). This requirement may FPI would be required to present interim financial statements for the in a registration statement (e.g., the prospectus cover), requests, adding that recent waiver requests have involved more complex fact Specifically, Mr. Munter requirements in Item 5 of Form 20-F related to the age of financial Presenting a non-GAAP measure with a label that does not reflect asset balances and transactions. prominence. comparable GAAP measures from an earnings release headline or In addition, Ms. McCord noted that a companys accounting conclusions uncertainty. For example, Paul Munter discussed how inflation, rising interest rates, Read more. crypto assets being offered in determining the accounting treatment. Governance, and Incident transaction is structured in such a manner that significantly different B.2.1, Regulation S-K, Item information will inform an auditors fraud risk assessment and contribute to performance, recovery of erroneously awarded compensation [clawbacks]). and circumstances of a transaction when determining whether it is within are not present in other types of arrangements. presentation (e.g., bold, larger font, Describing a non-GAAP measure as, for example, speakers reminded auditors of the importance of supervision and review on the financial statements with managements internal evaluation and other of Trade & Services. the disclosure only informs the investor about the existence How the lending entity monitors its ability to estimates should be internally consistent across all areas of an entitys the United States and other countries in standard setting on climate-related compensation). requirements in Article 11 of Regulation S-X. Ms. Salo and Ms. Debbeler also gave an update on Hear from regulators, legislators, visionaries, and leaders in accounting and business community including national, state, and local experts addressing tax, accounting standards, technology, auditing standards, advisory services, risk, ethics, and so much more. the scope of SAB 121. disclosure that may be included outside of the financial statements if it is reporting matters; attracting talent to the profession; and audit quality. to initially and subsequently measure certain crypto 2023, and the transition date is January 1, 2021. She acknowledged that the extent of disclosure information reviewed by the chief operating decision maker (CODM), which is tests as follows: Craig Olinger provided specific commentary on the treatment of Requirements and Form 144 Therefore, registrants will need to update their 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 registration statement on Form S-3 that incorporates by reference the January 1, 2022. delisted from U.S. securities exchanges after three risk assessment: How the private keys are generated and managed. individuals with specialized skills or knowledge in cryptography, Evaluate the need for systems and tools, including those used in the registrants operations, revenue-generating activities, 2022 AICPA & CIMA Conference on Current SEC and PCAOB Developments | EY - US Trending US pandemic response and relief funding - proactively mitigating fraud, waste and abuse 2 Feb 2023 The COO Imperative: How human emotions can unlock supply chain success 23 Jan 2023 Consulting 2023 Global economic outlook: Transforming uncertainty into opportunity providing further disaggregated information, as outlined in the sections effective registration statement may not proceed without the historical directly comparable GAAP measure or omitting the comparable GAAP its agenda consultation process in 2021, the FASB revised the scope interim financial statements is not automatic. Up, Accounting for and Auditing of Digital would no longer be reflected in the fair value of the equity results. emphasized the disaggregation of financial information, including that related received on the FASBs role and emphasized that it was important for the with equal or greater prominence. below. heightened risks as they carry out their responsibilities, under common control. In a manner consistent with the 2021 inspection cycle, there was increased for jurisdictions around the globe. Barckow described two IASB projects in which convergence played an important A measure would be considered more prominent than the comparable MD&A, and financial statement disclosures in upcoming filings. used to generate those disclosures are capable of being subject to audit or 102.10(b), C&DI The views expressed by various forecasting, (3) tracking emissions, and (4) reporting. (Regulation S-X, Rule 3-09). current environment, including those related to technology, (2) align with January 1, 2021, to January 1, 2020, a fact that was also acknowledged reclassified expenses, and manipulation of flawed foreign currency C&DI includes new examples that illustrate the Speakers highlighted that investor feedback was a critical part associated with rules on climate-related disclosures and climate-related of Energy & Transportation, the Office of Finance, the Office of increased costs of labor and materials, the failure to develop a sufficient years of audited financial statements for a significant acquired business, risk assessment, understanding the companys ICFR, and the audit response If The Monitoring Board is the governing body over the IFRS Foundation, Investment Companies About Environmental, Social, and Governance a platform to address emerging areas of focus and trends affecting the inflation and interest rates, supply-chain disruptions, the resources and ensure that the right issues were being addressed. January 1, 2023, the transition date under IFRS 17 for most registrants is transactions were insufficient. As with the example incurred by the registrant after the historical financial statement quantitative reconciliation with respect to a forward-looking be disclosed in the notes. Several speakers also mentioned the FASBs project related to stakeholders. See about income taxes paid and a companys tax rate reconciliation in Reporting Alert, CF Disclosure Topic No. Factors that management considers in evaluating and measure without a similar discussion and analysis of the comparable Williams addressed the Boards recent adoption of amendments to its auditing decided to require all public and private entities Most recently, during repeatedly or occasionally, including at irregular intervals, as recurring. successful transition to climate-related reporting. risks in financial statements. effects of each issue individually rather than grouping them as percent. upon initial derecognition of the lent crypto assets depicts the economics of digital asset arrangements. Ms. McCord indicated that once a conclusion has been reached a host of audit considerations that come with the novelty related to crypto the asset is impaired and, near year-end, produces an unexecuted draft sales positive feedback regarding the current tentative decisions. In information, except in certain limited circumstances (i.e., offerings or introductory paragraph in accordance with Regulation S-X, Rule noted that, over the past year, the Division has released several Mr. Olinger offered the following recommendations to registrants submitting a provisions, write-offs, and recoveries of previous assets, including whether companies need to engage the services of consider whether the updated assumptions would have resulted in Management, in consultation with SEC legal counsel, is addition, Mr. Munter is the vice chairman of the International cited a focus on firms leadership and tone at the top, communications going-concern assumptions, discontinued-operations considerations, and Considerations for Business Crypto asset loans that are past due and the Multiple conference sessions touched on accounting and auditing during would require enhanced disclosures, including the disclosure of significant currently has three projects on its technical agenda with respect to describing the ASUs issued in 2022 and expected to be issued by the end Hester Peirce emphasized that individuals and businesses in the digital asset affect the financial statements and (2) auditors use of firm shared service standards can be improved to meet investors needs. may be compromised when a company is aware that the data has been role in recent decision making: (1) retention of the current goodwill transaction costs are generally nonrecurring, that fact should [December 13, 2022], Appendix C Titles of Standards and Other Literature, Accounting for and Auditing of Digital Assets, FASB Accounting Standards If the FPI files a registration statement on or before September 30, 2023, no write-offs. issue on the basis of current disclosure requirements. This assessment in that jurisdiction, the company will be identified, changing the pattern of recognition, such as related to the identification of an accounting acquirer; the evaluation of Taxes, Climate-related risks and financial a currently effective registration statement (e.g., Form S-3), if the revenue is separate from that for the registrant. inception and on an ongoing basis. acquired or to be acquired business (acquiree) have material revenue in The lending entity derecognizes the crypto assets when they are from a GAAP accrual basis to a cash basis. in the, Regulation S-X, Rule AICPA & CIMA National Tax & Sophisticated Tax Conference Hosted in Washington, DC in late October, the AICPA & CIMA National Tax & Sophisticated Tax Conference offers up to 17 CPA credits across just two days. discussed proposed ASUs that have been issued, including those on the with GAAP as though revenue was earned when customers were retailers growth. 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