The CAQ’s SEC Regulations Committee meets periodically with staff of the Securities and Exchange Commission to discuss emerging technical accounting and reporting issues relating to SEC rules and regulations. The CAQ publishes highlights from each meeting that summarize the issues discussed.
View the full collection of SEC meeting notes below.
Most Recent SEC Meeting Highlights
Held Virtually on September 21, 2022
Meeting notes
September 2022
Topics covered:
- Applicability of S-K Item 302(a), Supplementary financial information — Disclosure of material quarterly changes when financial statements are retrospectively revised in connection with a new Form S-3
- Interpretation of SEC’s definition of a business in S-X Rule 11-01(d)
- Non-GAAP Financial Measures (NGFMs)
March 2022
Topics covered:
- Double Dummy structures used for a de-SPAC transaction
- Losing EGC Status
- Smaller Reporting Companies (SRC) considerations for a private operating company (target) in a SPAC transaction
- Rule 3-05 Significance Tests
- Applicability of the revenue component of the income test under S-X Rule 1-02(w) when a registrant’s or a target’s two most recently completed fiscal years include results of a predecessor company as well as a successor
- Applicability of the revenue component for purposes of applying S-X Rule 8-03(b)(3)
September 2021
Topics covered:
- Pre-merger SPAC financial statements after a de-SPAC transaction accounted for as a forward acquisition
- Use of pro forma financial information for purposes of testing significance for S-X Rule 3-05 in a registration statement, including when the registrant (or operating company in a SPAC merger) has a successor/predecessor black line presentation.
- Applicability of the revenue component of the income test when testing the significance under S-X Rule 3-09 of an investee that is accounted for using the fair value option.
June 2021
Topics covered:
- Pre-merger SPAC financial statements after the de-SPAC merger has been completed
- Change in accountants disclosure relating to a non-reporting target in a SPAC transaction
- Loss of Emerging Growth Company (EGC) status due to exceeding the rolling three-year $1 billion non-convertible debt issuance threshold
March 2021
Topics covered:
- Staff observations of pro forma data information prepared under the new Business Acquisitions and Dispositions Rules
- Continued discussions on Amendments to Financial Disclosures about Acquired and Disposed Businesses
- Financial Statements used to determine significance under Rule 3-05
- Staff Observations Regarding Rule 3-13 Waivers relating to Rule 3-05
- Committee observations on ESG-related disclosures
- Modernization of Regulation S-K
- Staff observations on CAMs requirements in EGC Scenarios
- Financial statement requirements in an S-4 and/or merger proxy for a non-reporting target merging with a public operating company, shell company or SPAC in a reverse merger
- Staff Observation Regarding Filing Process
October 2020
Topics covered:
- Financial Reporting Manual (FRM) Update
- Modernization of Regulation S-K Items 101, 103, and 105
- Implementation questions regarding Final Rule 3-10 Amendments
- Impact of COVID-19 and observations on disclosures
- Implementation questions regarding final rule 3-05 amendments
- S-X Rule 3-05 financial statements when the acquired entity previously elected to use a risk-free discount rate to account for its leases under ASC Topic 842, Leases
- Determining the numerator for the income component of the income test in connection with the disposition of a business
July 2020
Topics covered:
- Topic 842 adoption date for a non-emerging growth company in an initial registration statement
- Financial statement requirements in an S-4 and/or merger proxy for a non-reporting target merging with a public operating company, shell company or SPAC in a reverse merger
- Extension of FASB Deferral Dates due to COVID-19
- Accounting standards adoption dates for a company upon becoming an “SEC filer”
September 2019
Topics covered:
- Financial statement requirements in a Form S-4 and/or merger proxy for a non-reporting target merging with a public operating company in a reverse merger
- Impact on Article 11 conclusions for master limited partnership (MLP) drop down transactions previously accounted for as common control business combinations or asset acquisitions under ASC 805, Business Combinations, and now accounted for as failed sale-leaseback transactions under ASC 842, Leases
- Contractual Obligations Table upon adoption of ASC 842
- Recast Selected Financial Data for a Retrospective Accounting Change
- Applicability of FRM 2025.3 for a SPAC to use pro forma information to measure significance for S-X 3-05 financial statements after the acquisition of its predecessor
- Non-GAAP measures.
June 2019
Topics covered:
- Use of averaging for purposes of testing significance when registrant has applied the full retrospective method of adopting ASC 606 but has not re-casted the earliest two periods
- Emerging Growth Company (EGC) Transition Issues
- Application of amended MD&A provisions that permit the omission of the earliest period of MD&A in a filing in circumstances where there has been a retrospective change to the financial statements, including error corrections and changes in accounting principle, among others
- Interim periods required for changes in stockholders’ equity in a registration or proxy statement
- Non-GAAP measures
March 2019
Topics covered:
- Non-GAAP Financial Measures
- EGC Transition Issues
- Contractual obligations table upon adoption of ASC 842, Leases
- EBITDA measure after the adoption of new leasing standards
- S-X Rule 3-05 Requirements for EGCs in an IPO
- S-X Rule 3-05 Significance Tests
- Financial Statement Schedules for an Investee under S-X Rule 3-09
- Form 8-K under Item 2.01 requirement in relation to Rule 3-05 waivers
September 2018
Topics covered:
- New Revenue Recognition Disclosures under ASC 606
- Impact of Retrospective Application of New Accounting Standards on the Fourth and Fifth Year of Selected Financial Data table (e.g., new standard on long-duration insurance contracts)
- Emerging Growth Company (EGC) Transition Issues
- Financial statement requirements in an S-4 and/or merger proxy for an operating company merging with a SPAC
- Leases (ASC 842) – Impact on Article 11 conclusions for Master Limited Partnership (MLP) drop-down transactions previously accounted for as common control business combinations under ASC 805 and now accounted for as failed sale-leaseback transactions under ASC 842