What to Consider for Q2 SEC Disclosures Amid COVID-19
Investors want more information about how boards and executives are managing the uncertainty posed by COVID-19. That's what four big names from the industry suggested at a recent Securities and Exchange Commission roundtable.
Given that the SEC is not extending filing deadlines for the second quarter, SEC reporting teams will need to move quickly to provide high-quality, timely disclosures as described by SEC Chief Accountant Sagar Teotia. He noted the importance of:
- Disclosing significant judgments and estimates in a way investors can find understandable and usable
- Maintaining robust Disclosure Controls and Procedures (DCP) and Internal Control over Financial Reporting (ICFR)
- Disclosing conditions that could threaten your ability to remain a going concern, what you're doing about it, and your chances of success
Over the last few months, the SEC has issued Topic No. 9 and Topic No, 9A, answers to FAQs, and public statements to guide companies on what they need to disclose to investors as the pandemic roils forecasts for the year. FASB, the Financial Accounting Standards Board, even published a rare Q&A on the application of the US GAAP Financial Reporting Taxonomy to pandemic-related disclosures.
On June 30, the SEC held a virtual Q2 roundtable to discuss COVID-19 related disclosure considerations with four big names on the panel:
- Gary Cohn, Former Director of the National Economic Council
- Glenn Hutchins, Chairman of North Island
- Tracy Maitland, President and CIO of Advent Capital
- Barbara Novick, Vice Chairman and Co-Founder of BlackRock
As the SEC monitors the effects of the novel coronavirus, panelists expressed what they want from disclosures.
Give the public a look ahead
Forward-looking guidance that reflects how boards and leaders view their businesses is especially helpful right now, panelists said.
Regulators do not plan to second guess forward-looking statements made in good faith, said William Hinman, Director of the Division of Corporation Finance at the SEC. Regulators will want to see consistency in your accounting, impairment analyses, the numbers leaders are discussing with the board, and messages to analysts and the public, he said.
Panelists offered examples of information that would be helpful to disclose, including:
- Cash burn, how cash is being used, and how long you can operate without revenue
- Working capital
- Inventory levels
- Available lines of credit and anything that might prevent your company from drawing on them
- What's working well and what's not as the business operates during the pandemic
- Threats to your supply chain (Tracy Maitland said potential supply chain interruptions, broken down by geography, would be particularly important in this environment)
Investors want to know the range of potential outcomes for each reporting period based on well-articulated assumptions—as well as what it will mean for the business if those assumptions are wrong. You can disclose worst-, base-, and best-case scenarios.
"Whatever you're doing as a company today, you're inevitably going to have to course correct because some assumption that you're making is going to be proved to be incorrect," Chairman Clayton said during the discussion.
Human capital: How are you taking care of your people?
Beyond the pandemic, the public wants to know how companies are addressing social issues including race and human capital, panelists said.
For example, while some companies are furloughing or laying off workers during COVID-19, others are trying to retrain employees for pandemic-proof positions. Some companies are adopting technology to help employees work safely from home. "I think you're going to see the public sort of gravitate to the companies who did what is perceived as the right thing," Barbara Novick said.
The long view
As the pandemic continues, Gary Cohn suggested companies may have to consider the availability of the workforce in August and September if schools can't reopen and parents need time off.
Investors will be evaluating companies for resiliency and adaptability, not just for the short term but in light of longer-term challenges like climate change, Glenn Hutchins said.
For their part, SEC reporting teams can stay nimble by using cloud solutions to collaborate in real time, automate the approval process, tap into XBRL® support, and even file with the SEC from home. Using Workiva to have control over 10-Qs and 10-Ks from start to finish can make it easier to incorporate late updates, so investors have the most current, accurate information.
"In the world of disclosure, more transparency is always better. And that's what I think investors are looking for," said Gary Cohn.
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