Past

Abuses
and
Sarbanes-Oxley
The dot-com boom of the late 1990s and early 2000s saw many emerging companies
develop new financial metrics to communicate their potential worth to eager investors.
Public company earnings and press releases frequently supplemented GAAP
information
with
pro
forma
non-GAAP
data
.
However, because regulators had provided very little guidance and because there was
no clear definition of the term pro forma, one companys pro forma earnings could not
be consistently measured against anothers. Furthermore, without uniform
characteristics, companies developed their own pro forma measurements to focus
investor
attention
where
management
wanted.
In December 2001, the SEC issued a cautionary advice release (Release 33-8039, FR
59) to remind registrants of the need to comply with the antifraud provisions of the
federal securities laws when providing pro forma financial information in earnings
releases. The SEC warned public companies that non-GAAP financial information can
mislead
investors
if
it
is
not
presented
appropriately.
The SEC made an even stronger statement in January 2002 when it announced the
settlement of its first enforcement case involving non-GAAP earnings information
(against publicly traded Trump Hotels & Casino Resorts). The SEC alleged that the
company made misleading statements in its Q3 1999 earnings release in order to
create
the
impression
that
it
exceeded
analysts
expectations.
Shortly thereafter, the United States Senate passed the Public Company Accounting
Reform and Investor Protection Act and the House passed the Corporate and Auditing
Accountability and Responsibility Act, which together, were signed into law as the 2002
Sarbanes-Oxley Act. Section 401(b) of the Sarbanes-Oxley Act required the SEC to
develop rules regarding financial information that is computed on a basis other than
GAAP, and in January 2003, a final rule was issued by the SEC.
Ultimately, the SECs goal was to ensure that investors are not misled by financial
information that differs from what is presented in the GAAP basis financial statements.
The
SECs
Rules

in
Plain
English
Broadly speaking, the SEC has three key rules that govern non-GAAP financial
measures. These rules generally apply to all registrants, regardless of market
capitalization:
n Regulation G is an anti-fraud provision that applies to all company communications
(press releases, conference calls, webcasts, etc.). Under Regulation G, registrants
cannot make public a non-GAAP financial measure that contains an untrue statement of

a material fact or omit a material fact that is necessary to make the information not
misleading.
When a registrant publicly discloses non-GAAP financial measures, the registrant must
provide (a) the most directly comparable financial measure determined in accordance
with GAAP; and (b) a quantitative reconciliation of the differences between the nonGAAP
measure
and
associated
comparable
GAAP
measure.
For non-GAAP measures that are presented orally, these two disclosure requirements
can be met by posting the required information to the registrants website and disclosing
the
availability
of
these
disclosures.
n Item 10(e) of the SECs Regulation S-K governs the use of non-GAAP measures in
annual (10-K) and quarterly (10-Q) reports and contains even more extensive rules for
using non-GAAP measures than the general standard under Regulation G.
To comply, non-GAAP financial measures must be accompanied by the quantitative
reconciliation required by Regulation G; the reason that management believes the use
of the non-GAAP financial measure is useful for an investor; the additional purposes for
which management uses non-GAAP measures; and the most directly comparable
GAAP financial measure must be presented with equal or greater prominence than the
non-GAAP
measure.
A key provision in Item 10(e) is the prohibition of using terms such as non-recurring,
infrequent
and
unusual
under
certain
circumstances.
n Item 2.02 of Form 8-K requires public companies to furnish to the SEC all earnings
releases or announcements disclosing material non-public financial information. This
requirement exists even if the registrant does not present any non-GAAP financial
information. In the Form 8-K, the registrant should briefly identify the release or
announcement
and
include
the
related
text
as
an
exhibit.

In November 2009, the SEC settled charges against SafeNet Inc. and several of its
officers and employees in connection with an alleged earnings management scheme
that materially misstated the companys GAAP and non-GAAP financial results. The
SEC charged that the defendants violated Regulation G by reporting non-GAAP
earnings that improperly excluded certain ordinary expenses as nonrecurring charges.
Additionally, the companys chief executive officer and chief financial officer allegedly
mischaracterized
these
items
in
earnings
calls.

Read
more: http://www.financialexecutives.org/KenticoCMS/Finan

cial-Executive-Magazine/2012_11/GAAP-or-NonGAAP-.aspx#ixzz3EbhWjKQt
The
SEC
Lightens
Up
Also in 2009, SEC staff reviewed its interpretations of non-GAAP measures to ensure
that the existing non-GAAP guidance was not causing companies to keep key
information out of their SEC filings. The SEC believed that while many registrants
frequently include non-GAAP measures in earnings releases, many had been reluctant
to include these same measures in SEC documents because of concerns about future
SEC
staff
comments.
As a result of its review, the SEC issued new Compliance and Disclosure Interpretations
(C&DIs) on the use of non-GAAP financial measures in January 2010. While the SECs
rules on non-GAAP financial measures were not amended, the new C&DIs provided
some new and revised interpretations, which effectively provided registrants with more
flexibility
to
disclose
non-GAAP
measures
in
SEC
filings.
The most important change was the SECs revised guidance on nonrecurring,
infrequent or unusual items. Item 10(e) of Regulation S-K prohibits adjusting a nonGAAP measure to eliminate or smooth items described as nonrecurring, infrequent or
unusual if the nature of the charge or gain is such that it is reasonably likely to recur
within two years or there was a similar charge or gain within the last two years.
The SEC made it clear to registrants that they can still adjust for such a charge or gain;
however, they cannot describe the charge or gain as nonrecurring, infrequent or
unusual unless it meets the criteria specified in the previously sentence.
The
Good,
the
Bad
and
Groupon
Groupons well-publicized use of non-GAAP financial measures has illuminated an
emerging trend in financial reporting: corporate Americas use of these indicators is
once
again
on
the
rise.
When Groupon filed for its initial public offering in 2011, it boldly declared we dont
measure ourselves in conventional ways. When Groupon introduced financial
indicators such as adjusted consolidated segment operating income, or adjusted
CSOI, the investment community, as well as the SEC, severely criticized Groupon for its
use of non-GAAP measures and suggested the company was conceited and otiose.

In fact, one financial pundit suggested that CFOs might soon skip straight to EBE
earnings before expenses. Whether Groupons use of non-GAAP measures were selfserving or were actually beneficial to investors and analysts, the companys
management deserves some credit for its efforts to translate complex GAAP-based
information
into
financial
data
that
told
its
story.
To be sure, the use of non-GAAP measures must be made with care and
thoughtfulness. However, with clearly defined rules in place, a more relaxed regulatory
environment and increasingly complicated GAAP data and business models to analyze,
proactive executives should evaluate their communication strategies with investors and
business partners and consider the potential benefits of non-GAAP measures.
Non-GAAP measures can be particularly useful in helping companies tell their story
more effectively, which is becoming increasingly important given the evolving nature and
complexity
of
todays
businesses.

Read
more: http://www.financialexecutives.org/KenticoCMS/Financial-ExecutiveMagazine/2012_11/GAAP-or-Non-GAAP-.aspx#ixzz3EbhvVCjI

GAAP Implications on the Income

Statement
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GAAP's assumptions, principles, and constraints can affect

income statements through temporary (timing) and
permanent differences.

KEY POINTS

Items that create temporary differences due to the recording

requirements of GAAP include rent or other revenue collected in advance,
estimated expenses, and deferred tax liabilities and assets.

Also there are events, usually one-time events, which create "permanent
differences," such as GAAP recognizing as an expense an item that the IRS
will not allow to be deducted.

The four basic principles of GAAP can affect items on the income
statement. These principles include the historical cost principle, revenue
recognition principle, matching principle, and full disclosure principle.
TERMS

fair market value

An estimate of the market value of a property, based on what a

knowledgeable, willing, and unpressured buyer would probably pay to a
knowledgeable, willing, and unpressured seller in the market. An estimate of
fair market value may be founded either on precedent or extrapolation but is
subjective. Fair market value differs from other ways of determining value,
such as intrinsic and imposed value.

deferred

Of or pertaining to a value that is not realized until a future date, e.g.

annuities, charges, taxes, income, either as an asset or liability.
Although most of the information on a company's income tax return comes
from the income statement, there often is a difference between pretax income
andtaxable income. These differences are due to the recording requirements of
GAAP for financial accounting (usually following the matching principle and
allowing for accruals of revenue and expenses) and the requirements of the
IRS's tax regulations for tax accounting (which are more oriented to cash).

Income statement
GAAP and IRS accounting can differ.

Such timing differences between financial accounting and tax accounting

create temporary differences. For example, rent or other revenue collected in
advance, estimated expenses, and deferred tax liabilities and assets may create
timing differences. Also, there are events, usually one time, which create
"permanent differences," such as GAAP, which recognizes as an expense an
item that the IRS will not allow to be deducted.
To achieve basic objectives and implement fundamental qualities, GAAP has
four basic principles:

The historical cost principle: It requires companies to account and

report based on acquisition costs rather than fair market value for most assets
and liabilities.

The revenue recognition principle. It requires companies to record when

revenue is (1) realized or realizable and (2) earned, not when cash is received.

The matching principle. This governs the matching of expenses and

revenues, where expenses are recognized, not when the work is performed or
when a product is produced, but when the work or the product actually makes
its contribution to revenue.

The full disclosure principle. This suggests that the amount and kinds of
information disclosed should be decided based on a trade-off analysis, since a
larger amount of information costs more to prepare and use. GAAP reporting
also suggests that income statements should present financial figures that are
objective, material, consistent, and conservative.
What it is:
The term earnings per share (EPS) represents the portion of a company's earnings, net
of taxes and preferred stock dividends, that is allocated to each share of common stock. The figure
can be calculated simply by dividing net income earned in a given reporting period (usually quarterly
or annually) by the total number of shares outstanding during the same term. Because the number of
shares outstanding can fluctuate, a weighted average is typically used.
How it works/Example:
Let's assume that during the fourth quarter, Company XYZ reported net income of $4 million. During
the same time frame, the company had a total of 10 million shares outstanding. In this particular
case, the company's quarterly earnings per share (or EPS) would be $0.40, calculated as follows:
$4 million / 10 million shares = $0.40
Why it Matters:
EPS is a carefully scrutinized metric that is often used as a barometer to gauge a company's
profitability per unit of shareholder ownership. As such, earnings per share is a key driver of share
prices. It is also used as the denominator in the frequently cited P/E ratio.
EPS can be calculated via two different methods: basic and fully diluted. Fully diluted EPS -whichfactors in the potentially dilutive effects of warrants, stock options and securities convertible
intocommon stock -- is generally viewed as a more accurate
measure and is more commonly cited.
EPS can be subdivided further according to the time period
involved. Profitability can be assessed by prior
(trailing) earnings, recent (current) earnings or projected future (forward) earnings. Though earning
per share is widely considered to be the most popular method of quantifying a firm's profitability, it's
important to remember that earnings themselves can often be susceptible to
manipulation, accounting changes and restatements. For that reason, free cash flow is seen by
some to be a more reliable indicator than EPS. Nevertheless, earnings per share remains the
industry standard in determining corporate profitability for shareholders.

Securities and Exchange Commission

The Philippine Securities and Exchange Commission (SEC)
aims

to

strengthen

the

corporate

and

capital

market

infrastructure of the Philippines, and to maintain a regulatory

system, based on international best standards and practices that
promote the interests of investors in a free, fair, and competitive
business environment. SEC, as a member of the International
Organization of Securities Commissions (IOSCO) has to comply
with the agreement with other IOSCO members to adopt
international

accounting

standards

to

ensure

high

quality,

transparent financial reporting with full disclosure as a means to

attain credibility and efficiency in the capital markets. The
auditor's report refers to "conformity with Philippine Financial
Reporting Standards." Accounting standards in the Philippines are
approved by the Securities and Exchange Commission (SEC)
(http://www.iasplus.com/country/philippi.htm#0704).
Philippines

has

adopted

all

IFRSs

for

2005

The
with

some

modifications. These Philippine equivalents to IFRSs apply to all

entities with public accountability. that includes: