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ACCOUNTING AND SEC HEADLINES:

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Semiannual Reporting – SEC Proposes Amendments to Permit Optional Semiannual Reporting by Public Companies

The SEC proposed rule and form amendments that would give public companies the option of filing semiannual reports in lieu of quarterly reports to meet their interim reporting obligations under the federal securities laws.

The SEC indicates that “public companies, subject to Exchange Act Section 13(a) or 15(d), are currently required to file quarterly reports on Form 10-Q. The proposed amendments, if adopted, would allow these public companies to elect to file semiannual reports on new Form 10-S instead of quarterly reports on Form 10-Q. As a result, companies that elect to file semiannual reports would file one semiannual report and one annual report for each fiscal year in lieu of three quarterly reports and one annual report. The flexibility provided under proposed amendments would enable public companies to choose the interim reporting frequency that would best serve the company and its investors.”

Under the proposal, the filing deadline for semiannual reports on Form 10-S would be 40 or 45 days, depending on the company’s filer status, after the end of the first semiannual period of the fiscal year. The proposal also would amend Regulation S-X, which governs the financial statement requirements for periodic reports, registration statements, and proxy statements, to reflect the new semiannual reporting option and simplify the existing financial statement requirements.

The public comment period will remain open until 60 days after the date of publication of the proposing release in the Federal Register.

Securities Offering Reform – SEC Proposes Reforms to Registered Offering Requirements

The SEC proposed amendments to its rules and forms governing registered offerings that are “designed to increase efficiency, flexibility, and cost savings for public companies while maintaining robust investor protections. The registered offering reform proposal, if adopted, would be the most significant modernization of the registered offering framework in more than 20 years. Under the proposal:

• A greater number of public companies would be able to conduct shelf offerings, which allow quicker access to the public capital markets, regardless of the company’s public float.
• More public companies would be able to utilize certain registration and offering communication flexibilities that currently are reserved for companies with a large public float defined as “well-known seasoned issuers.“
• Broker-dealers would be able to provide research report coverage for a greater number of public companies.
• State securities law registration and qualification requirements would be preempted for all registered offerings, which would mitigate the costs and complexity of conducting a multi-state registered offering.
• Parity between certain Form N-2 filers and operating companies across registration, offering, and communication provisions would be maintained, and access to broad-based advertising for certain non-variable annuity insurance products would be expanded.
• Other aspects of the registration process would be streamlined, such as the ability to incorporate information by reference into Form S-1.

The public comment period for the proposal will remain open for 60 days following publication of the proposing releases in the Federal Register.

Securities Offering – SEC Proposes Reforms to Filer Status and Emerging Growth Company Accommodations

The SEC proposed amendments to its rules and forms governing registered offerings that are “designed to increase efficiency, flexibility, and cost savings for public companies while maintaining robust investor protections. The proposed amendments would extend disclosure scaling and other accommodations currently utilized by smaller or emerging companies to approximately 81 percent of all current public companies. New public companies would enjoy these accommodations for a minimum of five years. The smallest public companies also would have additional time to file their annual and other periodic reports.

The proposed rule amendments would raise the threshold for a public company to become a large accelerated filer from $700 million to $2 billion. A company would not become a large accelerated filer for at least 60 months following its IPO regardless of its public float, effectively providing it an "IPO on-ramp" to stabilize and grow while benefiting from disclosure scaling and other accommodations.

All other public companies would be categorized as non-accelerated filers and would benefit from nearly all disclosure scaling and other accommodations currently available to smaller and emerging companies. All non-accelerated filers would also be exempt from the requirement to obtain an auditor's attestation on their internal control over financial reporting.

In addition, the proposed rules would establish a subcategory of small non-accelerated filers that would receive an additional 30 days to file their Form 10-K annual reports and an additional five days to file their Form 10-Q quarterly reports. This change is intended to meaningfully reduce the reporting costs for this category of companies, which represent the smallest 18 percent of public companies by assets.

The public comment period for the proposal will remain open for 60 days following publication of the proposing releases in the Federal Register.

Checklist – New Edition of Summary Checklist of Recent Authoritative U.S. Accounting Standards Published

We have published a new edition of the Summary Checklist of Recent Authoritative U.S. Accounting Standards. This new edition reflects the issuance of Accounting Standards Update (ASU) ASU No. 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818).

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GOVERNMENTAL ACCOUNTING SUMMARIES

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Governmental GAAP Practice and Disclosures Manual – 2027 Edition Published

We have published the 2027 edition of the Governmental GAAP Practice and Disclosures Manual. This manual helps financial professionals who work with state and local governments to stay current with emerging governmental standards, understand how accounting transactions should be reported, and prepare fairly stated and complete financial statements or risk a modified audit opinion. The 2027 edition includes information on GAAP up through and including GASB 105, where journal entries are warranted. The implementation of GASB Statement No. 102 (Certain Risk Disclosures) did not generate journal entries as it solely impacts the Notes to the Basic Financial Statements. Potential disclosure of such risks is contained in Chapter 17.

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