While the SEC's non-GAAP measures and metrics have been around for some time, they still cause headaches for businesses when it comes to disclosures and financial statements. In this self-study webinar, we will address how companies are currently applying non-GAAP guidance and metrics, and what can be done in response to SEC comment letters to avoid costly fines and penalties. Topics include:
- Non-GAAP measures and KPIs
- SEC guidance and interpretations
- Recent comment letter trends
To provide finance and accounting professionals with the specialized knowledge they need to apply non-GAAP guidance and metrics to disclosures and financial statements.
SPEAKERS:
Sheri Fabian, National Assurance Partner – SEC Services, BDO
Lisa Habash, National Assurance Senior Manager – SEC Services, BDO
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Overview of Non-GAAP Measures & KPIs
– Item 303(a)
– SEC rules
– Regulation G
– Form 8-K
– Regulation S-K 10(e) and Regulation G Requirements
– Disclosures with respect to non-GAAP measures -
SEC Staff Guidance
– SEC Staff C&DI
– Misleading
– Prominence
– Recurring
– Business combinations
– Segments
– Disclosures due to changes in KPI calculations -
SEC Comment Letter Trends
– SEC enforcement actions
– Other SEC guidance
– Disclosures and considerations
• Identify the reconciliation requirements for Non-GAAP financial measures under Regulation G
• Recognize the importance of presenting GAAP measures with equal or greater prominence than Non-GAAP measures
• Understand how the SEC evaluates and addresses potentially misleading Non-GAAP disclosures
• Identify examples of Non-GAAP financial measures, such as EBITDA and Adjusted Operating Margin
• Distinguish GAAP-compliant measures, such as revenue recognized per GAAP, from Non-GAAP measures
• Understand the SEC’s emphasis on consistent application of Non-GAAP measures across reporting periods
• Recognize how adjustments to Non-GAAP measures and KPIs should be disclosed transparently, including explanations of changes between periods
• Understand the SEC’s disclosure requirements for KPIs, including clear definitions, management use, and investor relevance
• Recognize what information is not mandatory, such as comparisons to industry benchmarks
• Identify practices deemed misleading by the SEC, such as excluding non-recurring charges while including non-recurring gains
• Learn the importance of reconciling Non-GAAP measures to the most comparable GAAP measures to enhance investor understanding