SEC Valuation and Impairment Enforcement: Investigation Focus Areas

SEC Scrutinizes Valuation and Impairment Practices: What Companies Need to Know

The Securities and Exchange Commission (SEC) closely examines how public companies value assets and recognize asset impairment losses. Failures in these areas can mislead investors and breach securities laws. This article provides an overview of the SEC’s focus areas around valuation and impairment, investigation process, and risk management best practices.

Fair Value Measurements Under the Microscope

Fair value measurement is a major area of focus in SEC investigations. Under Generally Accepted Accounting Principles (GAAP), companies must report certain assets at fair value – the price received in an orderly sale between market participants. Determining fair value often requires significant judgment.

For hard-to-value assets lacking observable market prices (“Level 3” assets), the SEC scrutinizes the valuation approaches and assumptions used. For example, the SEC brought cases against companies using flawed projections or inappropriate discount rates when valuing Level 3 assets with discounted cash flow models.

The SEC also examines whether companies follow the fair value hierarchy properly. For instance, the SEC charged an investment advisor for misclassifying Level 3 assets as more readily valued Level 2 assets.

Inadequate documentation to support fair value conclusions is another focus area. The SEC expects robust governance policies, procedures, and controls over valuation processes. Weak oversight can prompt enforcement actions.

Missing Impairment Losses Draw SEC Attention

The timely recognition of asset impairment losses is another hot button for the SEC. Under GAAP, assets must be tested for impairment when triggering events occur. If the asset’s value drops below its carrying value, an impairment charge is required.

The SEC investigates situations where companies failed to recognize obvious impairment losses. For instance, the SEC brought cases against energy companies that did not impair assets despite oil price collapses.

The SEC also scrutinizes assumptions used in impairment testing that help companies avoid losses. Realistic inputs and supportable cash flow projections are essential.

Goodwill Impairment Testing in the Crosshairs

The SEC heavily focuses on goodwill impairment issues. Companies must test goodwill annually for impairment. The SEC pays attention when unrealistic assumptions are used to dodge goodwill write-downs.

For example, the SEC charged a pharmaceutical firm for using unrealistic projections to avoid goodwill impairments. The SEC must see support for key assumptions like revenue growth rates.

Loan Loss Reserves Also Get Reviewed

The SEC examines the adequacy of loan loss reserves at financial institutions. Banks must estimate expected lifetime credit losses on loans and book reserves under GAAP.

The SEC investigates situations where banks release excessive reserves into income to smooth earnings. For instance, the SEC charged a bank for prematurely releasing reserves without proper analysis to inflate profits.

Revenue Recognition Practices Scrutinized

Revenue recognition is another area the SEC focuses on. GAAP requires companies to follow specific revenue recognition steps and principles.

The SEC looks for improper revenue timing or failure to estimate variable revenue appropriately. For example, the SEC brought cases against companies that recognized all revenue upfront on multi-year service contracts.

Disclosures About Valuation Must Be Robust

The SEC emphasizes disclosure requirements around valuation, impairment, reserves, and revenue recognition. Under GAAP, companies must disclose key judgments, assumptions, and inputs.

The SEC brought cases against companies that did not adequately disclose valuation uncertainty around mortgage-backed securities during the financial crisis.

SEC Enforcement Process and Remedies

SEC investigations into potential valuation, impairment, and revenue recognition violations can begin from complaints, referrals, surveillance, or other sources. The SEC Enforcement Division can subpoena documents, interview witnesses, and gather evidence.

If violations are established, the SEC can impose cease and desist orders, fines, disgorgement of profits, and officer/director bars. Criminal prosecution by the Department of Justice may occur for egregious misconduct.

Best Practices for Mitigating Valuation Risks

Given the SEC’s focus on valuation, impairment, reserves, and revenue recognition, companies should take proactive risk management steps like:

• Implementing robust valuation governance policies, procedures, and controls.
• Using reasonable assumptions and inputs for impairment testing.
• Retaining independent valuation firms when appropriate.
• Maintaining thorough documentation to support all valuation conclusions.
• Providing transparent disclosures around valuations and judgments.
• Training personnel on valuation, impairment, reserves, and revenue recognition.
• Conducting rigorous audits of valuations, impairments, reserves, and disclosures.

By understanding the SEC’s areas of focus, seeking guidance on complex issues, and emphasizing governance and transparency, companies can manage valuation and impairment risks effectively.