October 16, 2018

Disclosures

Simplifying Financial Reporting Is Hard

As a concept, business is simple. Someone willing to buy a thing or a service gives you money for that thing or service. If you sell lots of things or services then you’ve really got something good going. Hooray! You’re an entrepreneur.

Overstock.com Stockpiling Gold Just in Case

In case you've been pining for some Overstock.com coverage (oh, just admit it!), here's an update we've deemed worthy: On Overstock's last quarterly report to the Securities and Exchange Commission, the company listed $10.9 million in "precious metals" among its assets — $6.3 million in gold and $4.6 million in silver. The coins are stored […]

SEC Tired of Telling the PCAOB How to Do Their Job

Colin buried this one in ANR this morning but let's trot it out into the light where it belongs. Michael Rapoport writes for the Wall Street Journal: Renewing criticisms from December, SEC officials said the Public Company Accounting Oversight Board should be focusing on enacting rules governing the nitty-gritty of how auditors do their jobs. […]

10 Gifs That CFOs Should Use in Their SEC Filings

And now, for a little bit of stupid fun. Compliance Week has a post on the SEC's clarification of what constitutes proper multimedia and graphics in company filings.  In this Compliance and Disclosure Interpretation from the Division of Corporation Finance, no joke, the following exchange is presented: Question: May a Commission filing contain graphics (such […]

PCAOB Adopts Auditing Standard No. 18: Crony Disclosures

Let us welcome into the world a new auditing standard:

Investors Want Disclosures That Make Sense; Also a Pony, World Peace

This according to Compliance Week: “Investors pretty much said to a person they're not turning down disclosure,” says Kenneth Daly, president and CEO of the National Association of Corporate Directors, which recently convened an investor summit to hear from major investor groups. “At the same time, they made it abundantly clear, there are lots and […]

Should You Disclose Your Questionable Past Before They Run a Background Check?

Are you a reformed or current degenerate looking for anything but legal advice? Get in touch with our shady team of not lawyers and one of us will eventually get around to your question. Hey Adrienne, I know you have addressed background checks before.  Specifically, if, on the application, it asks about felonies or misdemeanors […]

Social Media Poses Enough of a Risk to Overstock.com That They Disclosed It in Their 10-K

It’s been quite some time since we picked up the Overstock beat but Gary Weiss picked up something in the company’s recently filed 10-K yesterday that makes us wonder if the company was shooting for irony or if they’ve given up on blaming the “shorts” turning instead to “social media,” which, similar to the anti-short campaign would allow them to encompass a number of villains without naming anyone directly.


From “Note 1A: Risk Factors” section of the company’s notes to the financial statements:

There has been a marked increase in use of social media platforms and similar devices, including weblogs (blogs), social media websites, and other forms of Internet-based communications which allow individuals access to a broad audience of consumers and other interested persons. Consumers value readily available information concerning retailers, manufacturers, and their goods and services and often act on such information without further investigation, authentication and without regard to its accuracy. The availability of information on social media platforms and devices is virtually immediate as is its impact. Social media platforms and devices immediately publish the content their subscribers and participants post, often without filters or checks on accuracy of the content posted. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available. Information concerning the Company may be posted on such platforms and devices at any time. Information posted may be adverse to our interests, it may be inaccurate, and may harm our performance, prospects or business. The harm may be immediate without affording us an opportunity for redress or correction. Such platforms also could be used for dissemination of trade secret information, compromise of valuable company assets all of which could harm our business, prospects, financial condition and results of operations.

As Gary points out, this disclosure is especially rich since Patrick Byrne had a goon using Facebook to stalk critics like Gary, Sam Antar, Barry Ritholtz among others which of course was disseminated in various social media outlets. Newsflash to Overstock’s risk managers: when people are being pursued by creeps on the Internet, they complain about to EVERYONE THEY KNOW.

One could easily argue that Segway accidents at the office pose just as great of a risk to key employees – and thus a disclosable item – but perhaps that’s covered under their D&O policy? It still seems plausible that disclosure would still be warranted. Additionally, the risk of a good snowfall might cause some of Salt Lake City-based company’s employees to call in sick to enjoy the fresh pow could have resulted in a late filing which is certainly something the SEC would want to know. We know KPMG has a crack squad of auditors all over this engagement but it’s conceivable that they overlooked some other risks. If you’ve got ideas on what those might be, let us know below.

Accounting News Roundup: Substance at Utah IRS Building Was ‘Non-hazardous’; Goldman Sachs Discloses Its Bad Publicity Risk; Resort Where Tiger Gave Apology Files for Bankruptcy | 03.02.10

Suspicious substance at IRS called non-hazardous [KSL5]
After everything that has happened lately that is IRS-related, somehow that white powdery substance showing up at an IRS building and three employees having seizures is one giant coinky-dink.


Goldman Discloses a New Risk: Bad Publicity [DealBook]
Team Jehovah pushed the button on its 10-K yesterday and because they’re the type of company to keep everything on the up and up, they put it out there that when every media source calls you out each time you break wind, you have a entirely new problem:

“Press coverage and other public statements that assert some form of wrongdoing, regardless of the factual basis for the assertions being made, often results in some type of investigation by regulators, legislators and law enforcement officials, or in lawsuits.

…adverse publicity…can also have a negative impact on our reputation and on the morale and performance of our employees, which could adversely affect our businesses and results of operations.”

You don’t think the name calling and nuclear testicle jokes can affect the bottom line? Think again. PwC bought it. Shouldn’t you?

Sawgrass Resort Linked to Tiger Woods Apology Files Bankruptcy [Bloomberg]
At present, avoiding any contact with Tiger seems to be prudent.

FASB’s Final Word on Fair Value Disclosures?

silenced.jpgEditor’s Note: Want more JDA? You can see all of her posts for GC here, her blog here and stalk her on Twitter.
Of the 111 comment letters FASB published on Fair Value Measurements and Disclosures: “Improving Disclosures about Fair Value Measurements”, this one was my favorite:

Please don’t require Companies not SEC registered to spend any more money on reports under this rule.
Lloyd Amundson

Amen, brother.


The usual suspects left the usual complaints; BDO said excessive disclosures would be both costly and useless, Uncle Ernie implied it was an interesting concept but an expensive flop in practical application, and PwC prefers once a year disclosures instead of quarterly.
Verizon even got in on the action, insisting, “proposed additional extended sensitivity disclosures would unnecessarily complicate financial statement disclosures without providing any meaningful benefit to financial statement users.”
I think it is entirely reasonable to point out that FASB is feeling the pressure to converge and the IASB is encouraging slightly less optimistic financial statements. The IASB openly admits that it is under outside pressure to adopt such a stance:

Responding to requests by the G20 leaders and others, in June 2009 the IASB published a Request for Information on the practicalities of moving to an expected loss model. The responses have been taken into account by the IASB in developing the exposure draft.

The IASB continues:

The IASB will also cooperate closely with the US Financial Accounting Standards Board (FASB) with a view to agreeing a common approach to the impairment of financial assets.

Since when is this for the IASB to decide?
Political influences are nothing new to accounting rulemakers but what happens when those influences come from foreign bodies far outside of our control? It is a known fact that the European Union has a large stake in IASB, so how can we be sure their intentions are pure as we move forward at their urging?
The Financial Crisis Advisory Group, an international body set up by the IASB and FASB to advise them on standard-setting issues related to the financial crisis, warned recently that that political pressure on accounting standard-setters posed a threat to “the very existence of international accounting standards.”
Integrity in financial statements? Keep looking, not going to find any of that here.