SEC Staff Provides Supplemental COVID-19 Disclosure Considerations Regarding Operations, Liquidity, and Capital Resources

June 2020

On June 23, 2020, the SEC’s Division of Corporation Finance (Corp Fin) issued Disclosure Guidance Topic No. 9A to supplement previously issued Disclosure Guidance Topic No. 9.1 The supplemental guidance provides disclosure considerations regarding the effects and risks of COVID-19 on a registrant’s operations and financial condition, including liquidity and capital resources within management’s discussion and analysis (“MD&A”). Corp Fin continues to encourage companies to provide disclosures that allow investors to evaluate the current and expected impact of COVID-19 through the eyes of management and to proactively update disclosures as facts and circumstances change.

Many registrants have made operational adjustments in response to the adverse effects of COVID-19 that may be considered material to an investor. These adjustments have often focused on preserving liquidity and complying with new health and safety guidelines. Corp Fin expects registrants to provide robust and transparent disclosure regarding these adjustments within MD&A to the extent they are material. The supplemental guidance provides questions for registrants to consider as they analyze their specific facts and circumstances to determine the appropriate level of disclosure. Questions provided by Corp Fin are generally focused on the following areas:
  • Access to revolving lines of credit or capital raised in the public markets;
  • Ability to timely service debt or other obligations;
  • Ability to maintain compliance with covenants;
  • Modifications to contract terms;
  • Changes to capital expenditure activities;
  • Disposals of material assets or business lines;
  • Altered terms with customers, concessions;
  • Supplier finance programs;
  • Known trends and uncertainties; and
  • A registrant’s ability to continue as a going concern.
 
Registrants have also received federal assistance in the form of loans and tax relief through the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). Corp Fin expects registrants to provide disclosure regarding the short and long-term impact of that assistance on their financial condition, results of operations, liquidity, and capital resources, as well as the related disclosures and critical accounting estimates and assumptions within MD&A.