SEC Comment Letters – What Companies Need to Know

by | Jan 7, 2019 | PKF Texas - The Entrepreneur's Playbook®

Jen: This is the PKF Texas Entrepreneur’s Playbook. I’m Jen Lemanski, and I’m here with Miriam Rouziek, an Audit Manager and a member of the PKF Texas SEC team. Miriam, welcome to the Playbook.

Miriam: Thank you for having me, Jen.

Jen: As a member of the SEC team I know you handle comment letters for our clients and work with them on those. What trends are you seeing coming from the SEC in regard to those letters?

Miriam: We’ve noticed a steady decline in SEC comment letters over the years. Since 2018, there’s been a steady decline of about 25%, which is comparable to the decline we saw in 2017. The comment letters are going to be focused on revenue recognition, coming up soon, since the new guidance has been implemented for about a year with the SEC companies.

The majority of comment letters are still going to be focused on larger companies, usually with a market cap of $700,000,000 or more. Those are your larger and more highly accelerated filers who have an accelerated due date – usually in February. These companies are going to have the majority of comment letters. Smaller companies, like the ones PKF handles, are usually going to have a smaller portion of the comment letters, and especially in more technical areas, they’re not going to see as many comment letters on those.

Jen: If a company receives one of these comment letters, they should call you guys, right?

Miriam: Correct. Usually, they should call us or call their attorney, who handles their SEC filings. We can have meetings with the SEC attorney and with the client, and we will be able to talk them through the process, talk them through the comments that the SEC has and any issues they have with the process, helping them figure out what they need to do. Most companies think that the first thing they need to do is call the SEC and have a restatement of their financial statements, but that’s not actually true. Most of the SEC comments are usually geared towards requesting more information, walking the SEC through the disclosures and the thought process of the company.

Jen: Perfect. Well, I think we’ll have to get you back to talk a little bit more. Can we get you back?

Miriam: Absolutely.

Jen: Awesome. For more about this topic, visit This has been another Thought Leader Production brought to you by PKF Texas The Entrepreneur’s Playbook. Tune in next week for another chapter.

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