The year-end flurry of reporting developments is in full swing as we detail in our update below.  Also, our workshop schedule for the first half of 2009 has been posted on our web site.

Latest News From Washington – New Corp Fin Financial Reporting Manual

In a major update and amalgamation of accounting and disclosure guidance, the Chief Accountant's Office in Corp Fin has released it's brand new Financial Reporting Manual, containing up-to-date guidance in many major areas.  The manual has always been a great resource for understanding Staff positions on filing and financial statement matters. It might be a good idea to keep your old copy of the Staff Manual, because the new manual does not cover all of the same topics as the old one. You can find the new Manual (previously named the Staff Training Manual) at:

www.sec.gov/divisions/corpfin/cffinancialreportingmanual.shtml

In addition, many previously issued staff interpretations have been updated and collected as “Compliance and Disclosure Interpretations” or CD&I’s which can be found at:

www.sec.gov/divisions/corpfin/cfguidance.shtml

Also, for smaller public companies, the staff of Corp Fin recently posted to their website a presentation they used at the PCAOB's Forums on Auditing in the Small Business Environment held during 2008. The slides, with accompanying speaker notes, contain an overview of frequent issues the staff encounters when reviewing filings for smaller public companies. You can find the presentation at:

www.sec.gov/news/speech/2008/spch111708wc-slides.pdf

SEC to Consider Adoption of Rules Requiring Filing Financial Statements in Interactive Data

The SEC recently announced that they would vote today, December 17th whether to adopt rules requiring the filing of financial statements using interactive data using a phase-in period. See the Sunshine Act Notice at:

www.sec.gov/news/openmeetings/2008/ssamtg121708.htm

SEC and PCAOB to Focus on Impairment Issues

As we approach the end of the year, both the SEC and the PCAOB have strongly emphasized that they will be focusing very closely on impairment related issues.  The SEC discussed impairment issues at length at the AICPA SEC and PCAOB Conference.  You can read a speech by Robert (Bert) Fox, an OCA Professional Accounting Fellow, dealing with goodwill impairment at:

www.sec.gov/news/speech/2008/spch120808rgf.htm

In addition, speakers from Corp Fin stated that when step one in the SFAS 142 impairment test is failed, they believe it is probable that goodwill is impaired.  They went on to suggest increased disclosure in MD&A, particularly Critical Accounting Estimates

The PCAOB has issued an Audit Risk Alert which summarizes their advice to auditors this year-end:

pcaobus.org/Standards/Staff_Questions_and_Answers/2008/12-05_APA_3.pdf

Referring to Experts in Registration Statements Periodic Reports

Corp Fin’s position on naming experts when management wants to state that an expert has been involved in making accounting estimates such as measuring fair values and acquisition accounting price allocations continues to evolve.  The Staff’s current position, in some cases, may allow limited reference to an expert in periodic reports without naming the expert or obtaining their consent.  This may be appropriate when management is clear that they have determined the estimate themselves.  You can find the current position in CD&I Question 141.02 at:

www.sec.gov/divisions/corpfin/guidance/sasinterp.htm

IFRS Roadmap Proposed Rule Finally Published

The SEC’s long awaited proposed roadmap for the possible adoption of IFRS has finally been published on the SEC’s web page.  As expected it establishes several milestones that the SEC would evaluate in 2011 to make the decision when to require IFRS based financial statements.  In the proposed timetable, to be ultimately determined in 2011, Large Accelerated Filers would be the first issuers required to present IFRS financial statements for periods after December 15, 2014, meaning IFRS financial statements would be required for 2014, 2013 and 2012.  The comment period on the rule ends on February 19, 2009.

www.sec.gov/news/whatsnew/wn-archive.shtml

FASB to Require New FIN 46R and FASB 140 Disclosures After December 15, 2008

In a short-fused new disclosure requirement the FASB will require new disclosures about FIN 46R entities and SFAS 140 transactions this year end.  The new disclosures are excerpted from larger projects dealing with each standard, and details can be found at:

www.fasb.org/news/nr112108.shtml

FASB to Make Codification Official July 2009

The FASB has announced that it plans to make the FASB Accounting Standards Codification the official source of US GAAP in July 2009.  The Codification will become the only official source of US GAAP, meaning that footnote and policy memo references to older FASB pronouncements will have to be updated.  For now, the codification is still available at no cost in its test phase.  Details are at:

www.fasb.org/news/nr120408.shtml

We all hope that your reporting goes well! Thank you for allowing us to serve you.

The SEC Institute Conference and Workshop Leaders