First Quarter COVID-19 Disclosure Examples – Part Five – Clorox

In this series of posts we are exploring examples of COVID-19’s impact on Form 10-Q disclosures for the first calendar quarter of 2020.  This fifth post draws examples from Clorox’s Form 10-Q for the third quarter, which ended on March 31, 2020.

Clorox is an example of a company that has seen both positive and negative impacts from the pandemic, with the positive impact more or less outweighing the negative impact.

In their Form 10-Q for the third quarter ended March 31, 2020, Clorox makes only one mention of COVID-19 in their financial statements.  This is an excerpt from their short-term borrowings note:

 There was $450 outstanding under the Credit Agreement as of March 31, 2020, and no borrowings under the Prior Agreement as of June 30, 2019. The Company borrowed under the Credit Agreement primarily to pay down maturing commercial paper balances in light of current uncertainty in short-term credit markets resulting from the COVID-19 outbreak. As of March 31, 2020, the effective interest of the revolving credit facility was 1.86%.

To explain how the company was dealing with COVID-19 and its impact on the company, Clorox included this section after the executive overview in their MD&A:


The novel coronavirus (COVID-19) pandemic has caused a severe global health crisis, along with economic and societal disruptions and uncertainties. As a result, we have taken an active role in addressing the ongoing pandemic’s impact on our employees, operations, customers, and consumers, including taking precautionary measures, such as implementing contingency plans, and making operational adjustments where necessary. The impact of COVID-19 and responses of governments, consumers, and others to the pandemic are affecting our business in many ways; however, we believe that the actions we are taking will help us emerge from this global pandemic operationally sound, and well positioned for continued long-term growth.

Commitment to Support People and Public Health

Our top priorities, from the beginning of this pandemic, have been the health and safety of our employees, our consumers, workers at healthcare facilities, and our communities. For example, we have taken extra precautions at our offices and manufacturing and distribution facilities, consistent with guidance from global, federal and local health authorities, such as social distancing, thermal scanning and partitions in our facilities. We have also implemented global travel restrictions and work-from-home policies for those employees who have the ability to work remotely. In addition, we have enhanced pay for our production employees, provided greater flexibility around sick-pay and work hours and established an employee emergency relief fund to provide COVID-19 related support to our employees. Furthermore, we and our foundations have made cash and product donations to various organizations to help front-line workers and communities respond to COVID-19.

Increasing our Capacity to Provide Needed Products and Changes in Costs

We have significantly increased our manufacturing production capacity for disinfecting cleaning products that are needed during this global health crisis and expect to continue to expand our production capacity for such products over the balance of the calendar year. We have done this, in part, by prioritizing the production of certain high-volume disinfecting cleaning products through significant reduction in the number of different types and sizes of disinfecting cleaning products we currently produce, by increasing production at our third party contract manufacturers and by reducing production employee changeover while managing social distancing. While we have experienced temporary closures of certain facilities, we have not experienced a material impact from a plant closure to date, and all of our plants and the vast majority of our contract manufacturers and suppliers continue to operate.

To date, we have had no material disruption in our access to necessary raw materials and other supplies or with our distribution network; however, we have experienced higher costs in certain areas as a result of COVID-19, such as transportation, logistics and production employee compensation, as well as incremental costs associated with newly added health screenings and enhanced cleaning and sanitation protocols to protect our employees at our facilities. In the future, we may decide to implement additional precautionary measures or operational adjustments as we deem prudent to meet consumer demand or help further ensure employee safety.

Other COVID-19 Items

For our fiscal third quarter ended March 31, 2020, we experienced increased demand for many of our products, especially our disinfecting cleaning products, in response to COVID-19, and expect strong demand for such products will continue throughout the rest of this fiscal year. Nevertheless, the extent of COVID-19’s effect on our operational and financial performance for the remainder of fiscal year 2020 and beyond will depend on future developments, including the duration, spread and intensity of the pandemic, our continued ability to manufacture and distribute our products, as well as any future government actions affecting consumers and the economy generally, all of which are uncertain and difficult to predict considering the rapidly evolving landscape.

COVID-19 has also impacted financial markets, and as such, in March 2020, we took certain actions to provide the Company with additional liquidity and flexibility, as described in the “Financial Position and Liquidity” section below. We will continue to actively monitor the potential impacts of COVID-19 on the commercial paper, credit and capital markets.

For further discussion of the possible impacts of the COVID-19 pandemic on our business, financial conditions and results of operations, see “Risk Factors” in Part II, Item 1A of this Report.

As you would expect, COVID-19 resulted in increased revenues for the company as this section from Clorox’s results of operations discussion shows:

Net sales in the current quarter increased by 15%, reflecting higher shipments across all reportable segments driven by increased demand due to the COVID-19 pandemic. Volume increased by 18% and outpaced net sales growth due to the impact of unfavorable foreign currency exchange rates and unfavorable price mix.

This mention of COVID-19 in Clorox’s capital resources and liquidity discussion mirrors the information in their short-term borrowings note:

There was $450 outstanding under the Credit Agreement as of March 31, 2020, and no borrowings under the Prior Agreement as of June 30, 2019. The Company borrowed under the Credit Agreement primarily to pay down maturing commercial paper balances in light of current uncertainty in short-term credit markets resulting from the COVID-19 outbreak.

The interesting issues in Clorox’s reporting center on the mixed impact of COVID-19, including the overall positive impact on revenues, uncertainty in the supply of raw materials and increased costs in certain areas.


As always, your thoughts and comments are welcome.

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