Topic: Non-GAAP Financial Measures

SEC Provides COVID-19 Disclosure Guidance

The SEC’s Division of Corporation Finance issued new COVID-19 disclosure guidance on March 25, 2020. This follows earlier guidance and relief offered by the Staff. (See the links here, here and here, for example.) The SEC is encouraging thoughtful, tailored and widely disseminated disclosure by affected companies, even in the absence of a specific line item requirement.

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SEC Provides Guidance on Performance Metrics in MD&A; Proposes Financial Disclosure Changes

The Securities and Exchange Commission, on January 30, 2020, issued guidance to reporting companies about the use of key performance indicators and other metrics, including those that are non-GAAP financial measures, in Management’s Discussion and Analysis.

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Earnings Releases, Non-GAAP Financial Measures and SEC Enforcement: Pay Attention to Your Headings and Bullet Points

On December 26, 2018, the Securities and Exchange Commission (“SEC”) entered a Cease-and-Desist Order (see here) against ADT Inc. (“ADT”) pursuant to Section 21C of the Securities Exchange Act of 1934 (the “Exchange Act”) based on ADT’s failure to give equal or greater prominence to comparable GAAP financial measures in two of its earnings releases containing non-GAAP financial measures.

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