A Q&A with Former SEC Chief Accountant Kyle Moffatt
The SEC Professionals Group recently hosted Kyle Moffatt, former Chief Accountant in the Division of Corporation Finance of the Securities and Exchange Commission, during its Q3 meeting.
In Kyle's first Q&A with the group since leaving Corp Fin, he took questions from SEC Professionals Group Executive Advisor Steve Soter on a range of topics—from the comment letter process to XBRL® tagging to Kyle's new commute as a partner at PwC after 20 years with the SEC.
Here are a few highlights from Steve and Kyle's conversation.
Tips on the comment letter process
SEC staff tend to use the comment letter process as a dialogue, issuing comments if disclosures are unclear, a material item appears to conflict with the relevant standard or rule or a material disclosure is missing, Kyle said.
They review not just filings like a 10-K but whether other public statements—including corporate websites, investor presentations or news coverage—provide a connected, consistent message. "The staff's review is not limited to just the four corners of the document," Kyle said.
Areas that involve significant judgement and therefore present the greatest risk (like newly adopted standards), tend to get the most attention.
Clearly and directly address the issues raised in each comment.
Reference the relevant rules or accounting standards. This will save the staff time, and they would really appreciate it.
Call the reviewers if you want to clarify a comment.
Most importantly, involve the right people in your company early in the process, perhaps even your external advisers.
"Do not call the staff and read your proposed responses to them, especially in the first round of comments, especially if they've issued 15 comments," Kyle said. "Save those conversations until the end when there are only a couple of issues left to be resolved."
Engaging with SEC staff
Kyle encouraged registrants not to be nervous about calling SEC staff in search of answers to tough questions during the SEC reporting process. Just try to do as much of your own research first, so you're armed with information heading into the conversation.
"The securities laws are not easy to navigate and neither are the accounting standards. Some companies don't have the benefit of hiring experienced counsel or consultants to work with them through each and every complex legal and accounting reporting issue. That's where the staff comes in," Kyle said.
Staff may be able to help you more efficiently understand SEC guidance and what your peers are doing.
When your pandemic assumptions turn out to be off
In conversations with other financial reporting professionals, Steve has noted the challenges in making judgements on asset impairment, for example, in unpredictable times like 2020. He asked Kyle how he expected the SEC would work with registrants when some determinations turn out to be flawed.
Kyle was sympathetic to registrants' plight. "Follow the guidance the staff continues to provide, involve the right people when dealing with these issues. Talk to legal counsel, talk to your auditors. Consider engaging experts if necessary, and most importantly, document your position on these complex areas at the time you make those judgements. I think that's key."
But wait, there's more
Steve and Kyle covered much more ground, including thoughts on the future of non-GAAP reporting. For more on that topic, whether the SEC actually uses XBRL data and why Kyle decided to leave the SEC, watch the video of Steve and Kyle's chat on demand on the SEC Professional Group's site.
The SEC Professionals Group is a community of members who either oversee or actively prepare and file financial reports with the SEC or work in financial reporting, external reporting, technical accounting and consolidations for private companies who may file. Learn more at secprofessionals.org.
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