As discussed in our recent client alert “SEC Issues Important Non-GAAP Interpretations” (May 19, 2016), the SEC recently released a series of new C&DIs on the use of non-GAAP financial measures by reporting companies and new SEC registrants in public communications and SEC filings. These C&DIs were published after most public companies had completed their reporting and disclosure process for the quarter ended March 31. As a result, most companies will be considering the Staff’s interpretive views reflected in the new C&DIs for the first time when they prepare their earnings releases, SEC reports and other public disclosure materials for the fiscal quarter (or year) ending June 30.

Given the positions taken by the Staff in the new C&DIs, we expect that many companies will need to revise their historical disclosure practices relating to non-GAAP financial measures. Accordingly, companies should allow adequate time for their financial, legal and investor relations staff to review drafts of their earnings releases, SEC reports and other public disclosure materials for the upcoming fiscal quarter (or year), as well as for preparation of any revised or additional disclosure that may be required in order to address these new Staff interpretations.