On the Radar
Non-GAAP Financial Measures and Metrics
Non-GAAP financial measures and metrics are used commonly by both
existing registrants and companies seeking to gain access to the U.S. capital
markets through an initial public offering. Many registrants assert that non-GAAP
measures are meaningful and provide valuable insight into the information that
management considers important in running the business.
The SEC monitors non-GAAP measures and metrics
vigilantly. Non-GAAP reporting, particularly related to misleading measures and
prominence, is consistently among the top areas of SEC comment, and this trend is
expected to continue. Registrants should therefore remain mindful of key topics of
focus, including whether:
In December 2022, in response to numerous comments and questions
from issuers, the SEC staff issued new and updated interpretive guidance on how it evaluates non-GAAP measures.
This updated guidance (1) provides greater insight into, and examples of, misleading
measures and adjustments and (2) clarifies when a non-GAAP measure is more prominent
than a GAAP measure.
In addition, given the ongoing uncertainty associated with the
unprecedented nature of COVID-19, the Russia-Ukraine war, and related economic
conditions, companies may be faced with a number of financial reporting and
disclosure challenges that result in the recognition of infrequent or unusual gains,
charges, or losses and may consider non-GAAP adjustments for these items. In its
disclosure
guidance issued at the onset of the global pandemic, the SEC
staff reminded registrants that the SEC’s non-GAAP rules also apply to adjustments
made for the impact of COVID-19. The SEC has also issued a sample letter to companies regarding
disclosures about the financial impact of the Russia-Ukraine war and related
supply-chain disruptions. The letter included examples of SEC comments that issuers
can consider when evaluating potential non-GAAP adjustments.
Prominence
A registrant that presents a non-GAAP measure is required to present the most
directly comparable GAAP measure with “equal or greater prominence.” For example:
- If GAAP and non-GAAP measures are presented in a particular section of a document, the GAAP measures should be presented before the non-GAAP measures.
- When a registrant reconciles a non-GAAP measure to the most comparable GAAP measure, it should start with the GAAP measure.
- When a registrant presents a ratio that includes a non-GAAP measure in the numerator, denominator, or both, the ratio calculated by using the most directly comparable GAAP measure(s) should be presented before the ratio that includes the non-GAAP measure(s).
- A registrant should not present a non-GAAP measure in more detail, or emphasize it more, than the comparable GAAP measure.
- The disclosures related to the purpose and use of non-GAAP measures should not state or imply that such measures are superior to, provide better information about, or more accurately represent the results of operations than GAAP measures.
- Certain presentations that give undue prominence to non-GAAP information, such as a non-GAAP income statement, are prohibited.
- A registrant should not include charts or graphics presenting trends in a non-GAAP measure without presenting the same charts or graphics for the comparable GAAP measure first.
Purpose and Use
A registrant should provide transparent disclosure that clearly demonstrates (1)
the usefulness of the non-GAAP measure to investors and (2) the additional
purposes, if any, for which management uses such measure (e.g., for incentive
and compensation arrangements, to manage its business, to allocate resources, or
as a debt covenant).
The disclosures should be specific to the measure
used, to the registrant and the nature of its
business and industry, and to the manner in which
management assesses the non-GAAP measure, rather
than boilerplate disclosures.
The registrant should also ensure that its disclosure of the usefulness and
purpose of the measure is consistent with the categorization of the measure as a
liquidity or a performance measure.
Clear Labeling
Non-GAAP measures and related adjustments should be clearly and
transparently labeled as such. The appropriate conventional accounting
terminology should be used, the context of the presentation of such measures
should be clear, and the label should reflect the nature of the measure or
adjustment. For example, when labeling a non-GAAP financial measure, a
registrant must not use titles or descriptions that are the same as, or are
confusingly similar to, titles or descriptions used for GAAP financial measures
or amounts presented under SEC Regulation S-X, which could be misleading.
Further, a registrant should not use a reconciling item labeled “other” that
includes numerous significant items without clearly disclosing the nature of the
items being used, along with the related amounts for each adjustment.
Misleading Adjustments
An overriding theme of the SEC’s guidance on the use of or references to non-GAAP
measures in public statements or disclosures is that they should not be
misleading. The staff has indicated that non-GAAP measures that could mislead
investors include those that:
- Exclude normal, recurring cash operating expenses necessary for business operations.
- Are presented inconsistently between periods, such as by adjusting an item in the current reporting period, but not a similar item in the prior period, without appropriate disclosure about the change and an explanation of the reasons for it.
- Exclude certain nonrecurring charges but do not exclude nonrecurring gains (e.g., “cherry picking” non-GAAP adjustments to achieve the most positive measure).
- Are based on individually tailored accounting principles, including certain adjusted revenue measures.
In comments on misleading adjustments, the SEC staff often
focuses on individually tailored accounting principles and the exclusion of
normal, recurring cash operating expenses. The staff has indicated that
adjustments that change the accounting policy or the method of recognition of an
accounting measure may be misleading and therefore may not be permitted. In
particular, the staff continues to challenge any adjustments to GAAP revenue,
emphasizing that revenue is “special.” For example, the staff has issued
interpretive guidance on a prohibited
non-GAAP performance measure that reflects revenue recognized ratably over time
under GAAP on an accelerated basis as if the registrant earned revenue when it
billed its customers. The measure is prohibited because it is an individually
tailored accounting principle and does not reflect the registrant’s required
GAAP measurement method. Similarly, the SEC would object to the presentation of
gross or adjusted revenue that adds back sales discounts, return allowances, or
other concessions to revenue as an adjusted gross sales measure because this
presentation would be a substitute for a GAAP accounting recognition and
measurement method.
While the SEC often
comments on individually tailored revenue
recognition principles in non-GAAP measures, the
interpretive guidance indicates that individual
tailoring may also be prohibited when applied to
expenses or other financial statement line items to
create a non-GAAP measure.
A registrant should also consider whether its non-GAAP
performance measure removes costs necessary to generate revenues or normal,
recurring cash charges. The SEC staff has, for example, commented when non-GAAP
measures have excluded expenses that a registrant has incurred over several
successive quarters or years that appear to be necessary for operating its
business, such as rent, preopening costs, or up-front and milestone payments in
a collaboration arrangement.
In interactions with the SEC staff regarding non-GAAP measures viewed as
misleading, some registrants have proposed supporting continued presentation of
such measures by adding transparent disclosures related to the calculation of
the measures or about the measures’ purpose and use. However, even detailed
disclosures about a misleading measure may not prevent it from being
misleading.
The SEC staff has also indicated that once a non-GAAP measure or adjustment is
concluded to be misleading or otherwise inconsistent with non-GAAP rules, the
staff expects the registrant to correct the presentation in the next filing or
publicly available SEC document by removing the measure or adjustment. If
comparable periods are presented, the non-GAAP measure or adjustment should be
removed from all periods presented.
Metrics
Many registrants also disclose the metrics and key performance indicators (KPIs)
used to manage their business. While such customized metrics are generally not
considered non-GAAP measures (although they may be derived from such measures),
a registrant should provide certain disclosures about them, many of which are
similar to those the registrant would provide for non-GAAP measures.
The SEC has issued an interpretive release that highlights disclosure
considerations related to metrics and KPIs and addresses the application of the
existing MD&A rules to them. Accordingly, a registrant should (1) clearly
define the metrics used and how they are calculated, (2) describe the reasons
why each metric provides useful information to investors, and (3) describe how
management uses each metric in managing or monitoring the performance of its
business. A registrant should also disclose any key estimates, assumptions, and
limitations specific to a metric (e.g., whether the metric is a “hard” amount or
an estimate).
Deloitte’s Roadmap Non-GAAP
Financial Measures and Metrics
combines the SEC’s guidance on non-GAAP measures with
Deloitte’s interpretations and examples in a
comprehensive, reader-friendly format.
Contacts
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John Wilde
Partner
Deloitte &
Touche LLP
+1 415 783
6613
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For information about Deloitte’s non-GAAP service
offerings, please contact:
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Matt Burley
Partner
Deloitte &
Touche LLP
+1 720 264
4866
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