This was a relatively short initial comment letter, particularly for a company as large and complex as Activision-Blizzard and they only went through three rounds of comments over about a four month period of time, which is fairly typical.
Typically, when you receive one of these letters, the SEC gives you two weeks to respond, although they are generally pretty flexible about granting extensions if there are circumstances that make it difficult to gather the information they're requesting and respond that quickly and Acti-Blizz actually requested and received an extension on their second round of comments. Once you receive one of these letters and start working on your response, the response letter that you're drafting also gets reviewed by your legal counsel and by your audit firm, which adds to the length of time these take to prepare.
Typically, once you respond to the SEC's questions, they will then take somewhere around 2 weeks to review your response and will then potentially get back to you with either follow up or new questions. So in general, these things typically take a month to a month and a half for each round of comments, and it's not at all unusual to go through a couple of rounds of questions and answers. At the end of the process, you'll get the anxiously awaited "We have no further comment" letter from the SEC at which point the entire exchange gets posted to the SEC website for the world to see.
So that's the context and the background of the whole SEC comment letter process.
Acti-Blizz's original letter was received back in early April, and the SEC's first question was around a topic that we've discussed here a few times: the Monthly Active User metric ("MAU's"). Here's the question that the SEC asked:
They asked two other questions in the letter, one related to the period of time over which they were recognizing revenues for certain games and whether they had considered disclosing that time period either by major game title or by game type.
The second question related to what was in some of their other cost of sales categories and whether those related to product sales, services or other.
Here is Acti-Blizz's response to the MAU question:
Monthly average users (MAUs) is a player engagement metric that the Company has been evaluating as an emerging “key performance indicator” in light of various business developments discussed below. Although player engagement helps drive players’ investment in our games, mainly through digital sales transactions, prior to the current year (2016) we have not viewed MAUs as a “key performance indicator” or concluded that a discussion of MAUs was required in Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) for investor understanding of our business. Instead, we have considered digital revenues, which we have provided and discussed in MD&A since 2011, as providing direct and relevant financial information about the growth in our digital business. We believe that our discussion and analysis of digital revenues performance has provided investors with the information required to evaluate the Company’s trends and performance, in accordance with Section III.B.1 of SEC Release No. 33-8350.In light of the development of our year-round engagement model, and growth of the free-to-play (“FTP”) and in-game items purchases business model across our franchises, in the second half of 2015 we began to consider the utility of the MAU metric by accumulating data, working to harmonize the metric across businesses, performing reviews and quality checks, and seeking alignment with senior management. As a result, we began using MAU as a metric in communications with investors, such as earnings releases, beginning in August 2015, but do not believe that MAU was a key performance indicator required to be discussed in MD&A prior to 2016.
With our recent acquisition of King Digital Entertainment Limited (“King”), which closed on February 23, 2016 and significantly increased the size of our FTP business model, we have concluded that MAUs are now a key performance indicator for our business. Therefore, in future filings, we plan to include a discussion of MAUs within our MD&A.
So one of the interesting things here is it makes it clear that some of the additional disclosures that we were seeing out of Blizzard in the last quarter or two were at least in part in response to a request from the SEC.
In the third round of comments, the SEC introduced a couple of new questions to the conversation, including focusing on some of the non-GAAP measures that we'd previously discussed in an earlier blog post. Specifically, there were three questions around their presentation of non-GAAP measures:
In Blizzard's response, they basically agreed to make the changes that the SEC was requesting to their future earnings releases, which led to the changes that we talked about in Q2. And that ended the comment letter process for them.
The other mildly interesting point to note is that the SEC doesn't only review the official quarterly and annual Form 10-Q and Form 10-K's. The 3 comments listed above are based on a review of the company's earnings release and not it's financial statements.