March 28, 2018
10-K/A: 13 Reasons Why
This Audit Analytics blog reviews the 13 reasons why (sorry, Netflix – I couldn’t help myself) companies amended their Form 10-Ks last year. Not surprisingly, the most common reason was a need to include Part III information due to an inability to get their definitive proxy materials on file within 120 days of the fiscal year end. In fact, these amendments accounted for 52% of total 10-K/A filings in 2017. In fact, here are the top 5 reasons for filing a 10-K/A:
– Part III information – 52%
– Signatures & exhibits – 8%
– Auditor’s consent – 7%
– Auditor’s report – 7%
– CEO & CFO certifications – 6%
Most of these reasons for amending involved pretty technical stuff – but there were some more problematic reasons for amending a 10-K as well. Modifications to disclosure controls & procedures or ICFR disclosures accounted for 5% of amended filings, while restatements accounted for 4%.
Reflecting in part the continuing downward trend in the number of public companies, a total of 340 10-K/As were filed last year – that’s a decline of nearly 20% from the roughly 420 10-K/As filed in 2016.
Lease Accounting: Fear & Loathing on “The Implementation Trail”
According to this recent Deloitte survey, all is not well on the path to implementation of FASB’s new lease accounting standard. With less than 9 months to implement the new standard, most public companies are still woefully underprepared. Here’s an excerpt from the press release announcing the survey results:
Just 21.2% of finance, accounting and other professionals say their companies are “extremely” or “very” prepared to comply with the FASB’s and International Accounting Standards Board’s (IASB) respective new lease accounting standards, according to a recent poll from the Deloitte Center for Controllership™. That’s more than double the number expressing confidence from early 2016 (9.8 percent), when the standards were initially issued, but still relatively low as the deadline for adoption (Jan. 1, 2019 for U.S. publicly traded companies) draws closer.
Most survey respondents don’t think that the FASB’s recent efforts to ease the implementation process will make their lives easier as they work toward compliance. In fact, only 10% of respondents anticipate the FASB’s measures will reduce the amount of time and effort needed to implement the new standard.
Transcript: “Activist Profiles & Playbooks”
We have posted the transcript for the recent DealLawyers.com webcast: “Activist Profiles & Playbooks.”
– John Jenkins