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Recent Trends in SEC Comments Issued to Publicly Traded Restaurant Companies

December 17, 2014

We are now at the point in the calendar-year reporting cycle when most companies are about to commence Annual Report on Form 10-K and proxy preparation. Comments by the SEC Division of Corporation Finance staff on annual reports for the prior year, and the current year's proxy statements, have generally become publicly available. This alert discusses frequently-made comments by the SEC to issuers in the restaurant industry.

1. Gift Card and Loyalty Programs

The staff is interested in how companies account for gift card and loyalty programs. A comment on this topic may ask for an explanation to the staff, and disclosure in the notes to the financial statements, of the applicable accounting policy. If a company sells gift cards to wholesalers, it should consider disclosing any associated commissions, discounts, and fees. If a company has a program that gives awards to frequent customers, it should consider describing how the program operates, its accounting policy regarding material assumptions, and how it determines the adequacy of its estimates at each balance sheet date.