All posts by George Wilson

First Quarter COVID-19 Disclosure Examples – Part Three

COVID-19

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

In our earlier examples we saw two different approaches:

            Starbucks, who put all COVID-19 disclosures in a single footnote, and

            Alphabet, who included disclosures in individual notes.

McDonald’s has included disclosures in individual notes as Alphabet did.  McDonald’s disclosed several interesting issues, including that they did not yet have an interim indicator for impairment of long-lived assets and goodwill and lease concession disclosures from the perspective of a lessor.

As a preliminary thought, in case you have not looked at McDonald’s Form 10-K recently, you might want to review the communications focused approach McDonald’s has taken this year.  As GE and Intel did earlier, McDonald’s has revamped its 10-K to focus on communication.

You can find McDonald’s first quarter Form 10-Q here.  In this report, here is how McDonald’s addressed revenue recognition relating to lease concessions in their financial statements.  You will see that the overall revenue recognition note actually cross references to the lease footnote:

Revenue recognition

The Company’s revenues consist of sales by Company-operated restaurants and fees from restaurants operated by franchisees, developmental licensees and affiliates. Revenues from conventional franchised restaurants include rent and royalties based on a percent of sales with minimum rent payments, and initial fees. Revenues from restaurants licensed to developmental licensees and affiliates include a royalty based on a percent of sales, and generally include initial fees. The Company’s Other revenues are comprised of fees paid by franchisees to recover a portion of costs incurred by the Company for various technology platforms, revenues from brand licensing arrangements to market and sell consumer packaged goods using the McDonald’s brand, and third party revenues for the Dynamic Yield business.

Sales by Company-operated restaurants are recognized on a cash basis at the time of the underlying sale and are presented net of sales tax and other sales- related taxes. Royalty revenues are based on a percent of sales and recognized at the time the underlying sales occur. Rental income includes both minimum rent payments, which are recognized straight-line over the franchise term (with the exception of rent concessions as a result of COVID-19 – refer to the Leasing policy update on page 10), and variable rent payments based on a percent of sales, which are recognized at the time the underlying sales occur. Initial fees are recognized as the Company satisfies the performance obligation over the franchise term, which is generally 20 years.

The Company provides goods or services related to various technology platforms to certain franchisees that are distinct from the franchise agreement because they do not require integration with other goods or services we provide. The Company has determined that it is the principal in these arrangements. Accordingly, the related revenue is presented on a gross basis on the Condensed Consolidated Statement of Income. These revenues are recognized as the goods or services are transferred to the franchisee, and related expenses are recognized as incurred. Brand licensing arrangement revenues are based on a percent of sales and are recognized at the time the underlying sales occur. Dynamic Yield third party revenues are generated from providing software as a service solutions to customers and are recognized over the applicable subscription period as the service is performed.

The leasing footnote in the financial statements addresses concessions McDonald’s has made as a lessor along with a discussion of the FASB’s Q&A document addressing such concessions:

Leasing

The FASB has issued additional guidance for how companies may account for COVID-19 related rent concessions in the form of FASB staff and Board members’ remarks at the April 8, 2020 public meeting and the FASB Staff Q&A issued on April 10, 2020.

The Company has elected the practical expedient to account for COVID-19 related rent concessions as if they were part of the enforceable rights and obligations of the parties under the existing lease contract. This has been elected for the Company’s entire lessee and lessor portfolio for any rent deferrals or rent abatements. For the lessee portfolio, the Company has elected not to remeasure the lease liability and right-of-use asset if a rent deferral or a rent abatement is granted.

For the first quarter 2020, the Company deferred collection of approximately $300 million of rental income on revenue that was recognized in the first quarter. Rental income includes both minimum rent payments and variable rent payments based on a percent of sales. The extent of the deferrals differ in length by market, but the deferrals primarily impact cash collection in the second quarter of 2020, a large portion of which is expected to be collected in the third and fourth quarters of 2020.

Refer to the Cash Flow and Liquidity section on page 24 of this Form 10-Q for additional information on deferred collections of rental income as well as royalties.

This is McDonald’s footnote disclosure about impairment:

Long-lived assets and Goodwill

Long-lived assets and Goodwill are typically reviewed for impairment annually in the fourth quarter and whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable or if an indicator of impairment exists. The Company has continued to monitor the significant global economic uncertainty as a result of COVID-19 to assess the outlook for restaurant operations and the impact that any disruption may have on the Company’s business and overall financial performance.

As a result of the Company’s analysis, and in consideration of the totality of events and circumstances, including the potential impact of COVID-19 related disruptions on the Company’s operating results, there were no indicators of impairment during the first quarter of 2020.

McDonald’s addressed the uncertainty created by COVID-19 on its use of CECL:

Financial Instruments – Credit Losses

In June 2016, the FASB issued guidance codified in Accounting Standards Codification Topic 326, “Financial Instruments – Credit Losses: Measurements of Credit Losses on Financial Instruments”. The standard replaces the incurred loss impairment methodology in prior GAAP with a methodology that instead reflects a current estimate of all expected credit losses on financial assets, including receivables. The guidance requires that an entity measure and recognize expected credit losses at the time the asset is recorded, while considering a broader range of information to estimate credit losses including macroeconomic conditions that correlate with historical loss experience, delinquency trends and aging behavior of receivables, among others. The Company has adopted this guidance effective January 1, 2020, prospectively, and the adoption and application of this standard did not have a material impact to the consolidated financial statements during the first quarter. The Company will continue to actively monitor the impact of the COVID-19 pandemic on expected losses.

McDonald’s addressed COVID-19’s impact in a number of sections in its MD&A.  Here are some of the more important sections from MD&A:

From the MD&A Overview:

The Company requires franchisees to meet rigorous standards and generally does not work with passive investors. The business relationship with franchisees is designed to facilitate consistency and high quality at all McDonald’s restaurants. Conventional franchisees contribute to the Company’s revenue, primarily through the payment of rent and royalties based upon a percent of sales, with specified minimum rent payments, along with initial fees paid upon the opening of a new restaurant or grant of a new franchise. The Company’s heavily franchised business model is designed to generate stable and predictable revenue, which is largely a function of franchisee sales, and resulting cash flow streams. As most revenues are based on a percent of sales, the Company expects the ongoing temporary restaurant closures, limited operations and dramatic changes in consumer behavior, as a result of COVID-19, will continue to have a significant negative impact on revenues.

This was a separate section after the Overview:

COVID-19 Impact and Strategic Direction

Driven by our Velocity Growth Plan (the “Plan”) the Company delivered strong global comparable sales and results in 2019 and for the two months ended February 2020. The outbreak of COVID-19 and the resulting operational impact brought on by several related factors, including restaurant closures, limited operations and dramatic changes in consumer behavior, led to a marked decline in sales during the second half of March.

While the COVID-19 pandemic has significantly disrupted the operations of McDonald’s business in every market in which we operate, the Company has taken several steps focused on the safety and well being of restaurant crew, franchisees, employees, and customers. In addition, the Company is:

  • Working with franchisees around the world in order to evaluate operational feasibility and support financial liquidity during this period of uncertainty.
  • Utilizing our high Drive-Thru penetration as a critical asset during the COVID-19 pandemic, and this order channel continues to enable us to serve customers during this challenging time.
  • Applying learnings from our Experience of the Future deployment over the last several years, when we shut down and reopened restaurants, which should prove invaluable as we emerge from the crisis.
  • Collaborating closely with suppliers on contingency planning for continuous supply.

While the Company cannot predict the duration or scope of the COVID-19 pandemic, it has negatively impacted the business and our financial results, condition and outlook. By remaining focused on our people and our business, the Company will continue to take actions that are designed to put the System in a position to succeed when the pandemic subsides. This includes the Company’s investments in technology and new capabilities through the following initiatives:

  • We now offer delivery in over 25,000 restaurants across the global system, and our delivery business has become more relevant than ever during the crisis. Despite the challenging business environment, we have continued to meet customers’ expectations, and in many markets delivery sales per day are up significantly versus pre-COVID-19 figures. Additionally, we are sharing innovative best practices across our markets, including the use of contactless delivery, to adapt to changing customer behaviors. We continue to see great runway ahead of us to drive awareness and trial of delivery, and are focusing on efforts to encourage frequency and retention in 2020 and beyond.
  • The investments the Company has made over the past several years with our emerging digital customer experience platform, including mobile order and pay and the acquisitions of Dynamic Yield and Apprente, remain a priority for our business. Dynamic Yield has been implemented via outdoor digital menu boards across the U.S. and Australia, offering customers a more customized experience, while Apprente, the conversational interface technology, is expected to provide more efficient and accurate ordering in the drive-thru in the future. These digital investments enable us to give customers more choice and flexibility in how they order, pay, and receive their food during this unprecedented time and will remain important in serving customers as we think about our business beyond this crisis.

Looking ahead, the Company understands that these unprecedented times will bring about fundamental changes to the way our business operates. While the Plan has been instrumental in our performance over the past few years, our strategy may need to evolve in the aftermath of the COVID-19 pandemic. As such, the Company will rely on its ability to adapt and adjust to changing conditions to ensure we emerge from the crisis in a position of competitive strength.

McDonald’s addressed financing issues related to COVID-19 in this MD&A section:

Financing and Market Risk

Debt obligations at March 31, 2020 totaled $39.2 billion, compared with $34.2 billion at December 31, 2019. The net increase in 2020 was primarily due to net long-term debt issuances with a principal amount of $5.5 billion, which were used to bolster our cash position in anticipation of the adverse macroeconomic and business conditions associated with COVID-19.

As always, your thoughts and comments are welcome!

The SEC Marches Forward with its Disclosure Effectiveness Program

Reporting

Despite the disruption caused by COVID-19, the SEC has continued to move forward with its disclosure effectiveness program.  Along with its Final Rules in March which amended the definition of accelerated filerand the requirements of guarantor/guarantee financial statements, the SEC has now updated its guidance for information about business acquisitions and dispositions.

On May 20, 2020, the SEC adopted a Final Rule updating the 30-year-old requirements for financial statements and proforma information about acquisitions and dispositions.  The changes include an update to the significant subsidiary test in Regulation S-X Rule 1.02(w) and changes to S-X Rule 3.05’s requirements for the periods for financial statements to be presented for acquired businesses.

The changes to the significant subsidiary tests in Rule 1-02(w), which is also in Securities Act Rule 405 and Exchange Act Rule 12b-2, include:

  • “revising the investment test to compare the investments in and advances to the acquired or disposed business to the company’s aggregate worldwide market value if available;
  • revising the income test by adding a revenue component;
  • expanding the use of pro forma financial information in measuring significance; and
  • conforming, to the extent applicable, the significance threshold and tests for disposed businesses to those used for acquired businesses.”

The revisions to Rule 3.05 reduce the maximum number of periods financial statements of an acquired business may be required to two years.

The Final Rule also changes the requirements for proforma financial information to provide for three kinds of proforma adjustments:

  • “Transaction Accounting Adjustments” reflecting the application of required accounting;
  • “Autonomous Entity Adjustments” to present the company as an autonomous entity if it was previously part of another entity; and
  • optional “Management’s Adjustments” depicting synergies and dis-synergies.

“Management’s Adjustments” may be presented if, in management’s opinion, such adjustments would “enhance an understanding of the pro forma effects of the transaction and certain conditions related to the basis and the form of presentation are met.”

The Final Rule includes a number of related changes and you can read all the details here.

As always, your thoughts and comments are welcome!

First Quarter COVID-19 Disclosure Examples – Part Two

COVID-19, Reporting

In our last post we started a series to explore examples of disclosures companies have made to address issues raised by COVID-19 in their first quarter 2020 Form 10-Q’s.

This second example is from Alphabet’s Form 10-Q for the quarter ended March 31, 2020.  Unlike Starbucks, who put all their COVID-19 related financial statement disclosures in one footnote, Alphabet included disclosure as appropriate in relevant footnotes.

First, here is an addition Alphabet made in their 1995 Private Securities Litigation Reform Act safe harbor meaningful cautionary statements:

Note About Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements regarding:

  • the effect of the novel coronavirus pandemic (“COVID-19”) on our business, operations, and financial results, including the effect of governmental lockdowns, restrictions and new regulations on our operations and processes;

In the notes to the quarterly financial statements this language was added to the Use of Estimates section:

Use of Estimates

………

As of March 31, 2020, the impact of the outbreak of COVID-19 continues to unfold. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods.

 In their discussion of the allowance for uncollectible accounts receivable Alphabet added the bolded language below to their disclosure:

Accounts Receivable

Our payment terms for accounts receivable vary by the type and location of our customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customers, we require payment before the products or services are delivered to the customer.

We maintain an allowance for credit losses for expected uncollectible accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expense in the Consolidated Statements of Income. We assess collectibility by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectibility issues. In determining the amount of the allowance for credit losses, we consider historical collectibility based on past due status and make judgments about the creditworthiness of customers based on ongoing credit evaluations. We also consider customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data.

For the three months ended March 31, 2020, our assessment considered business and market disruptions caused by COVID-19 and estimates of expected emerging credit and collectibility trends. The continued volatility in market conditions and evolving shifts in credit trends are difficult to predict causing variability and volatility that may have a material impact on our allowance for credit losses in future periods. The allowance for credit losses on accounts receivable was $275 million and $717 million as of December 31, 2019 and March 31, 2020, respectively.

In their disclosure about equity investment Alphabet added COVID-19 considerations in the bolded language below:

Equity Investments

The following discusses our marketable equity securities, non-marketable equity securities, gains and losses on marketable and non-marketable equity securities, as well as our equity securities accounted for under the equity method.

Our marketable equity securities are publicly traded stocks or funds measured at fair value and classified within Level 1 and 2 in the fair value hierarchy because we use quoted prices for identical assets in active markets or inputs that are based upon quoted prices for similar instruments in active markets. All gains and losses on marketable equity securities, realized and unrealized, are recognized in other income (expense), net.

Our non-marketable equity securities are investments in privately held companies without readily determinable market values. The carrying value of our non-marketable equity securities is adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). We qualitatively assess whether indicators of impairment exist. Factors considered in our assessment include the companies’ financial and liquidity position, access to capital resources, exposure to industries and markets impacted by COVID-19, and the time since the last adjustment to fair value, among others. If the assessment indicates that the investment is impaired, we estimate the fair value by using the best information available, which may include cash flow projections or other available market data. The effect of COVID-19 on our impairment assessment requires significant judgment due to the uncertainty around the impact.

Alphabet addressed COVID-19’s impact on taxes:

Note 14. Income Taxes

Our effective tax rate for the three months ended March 31, 2020 was lower than the U.S. federal statutory rate, primarily due to the U.S. Research and Development Tax Credit, the Foreign-Derived Intangible Income tax benefit, and stock-based compensation related tax benefits. Our effective tax rate is based on forecasted annual results which may fluctuate significantly through the rest of the year, in particular due to the uncertainty in our annual forecasts resulting from the unpredictable impact of COVID-19 on our operating results.

Lastly, Alphabet added the following to the introduction to their MD&A:

The Impact of COVID-19 on our Results and Operations

In late 2019, an outbreak of COVID-19 emerged and by March 11, 2020 was declared a global pandemic by The World Health Organization. Across the United States and the world, governments and municipalities instituted measures in an effort to control the spread of COVID-19, including quarantines, shelter-in-place orders, school closings, travel restrictions and the closure of non-essential businesses. By the end of March, the macroeconomic impacts became significant, exhibited by, among other things, a rise in unemployment and market volatility.

For most of the quarter ended March 31, 2020, our results reflect historical trends and seasonality. However, in March 2020 we experienced a decline in advertising revenues due to the impact of COVID-19 and the related reductions in global economic activity. While users’ search activity increased, their interests shifted to less commercial topics. In addition, our advertising revenues were negatively affected by reduced spending by our advertisers in response to the macroeconomic impact.

We also assessed the realized and potential credit deterioration of our customers due to changes in the macroeconomic environment, which has been reflected in an increase in our allowance for credit losses for accounts receivable. In addition, we experienced declines in the valuation of our equity investments.

Looking ahead, the full impact of COVID-19 on our business is unknown and highly unpredictable. Our past results may not be indicative of our future performance and historical trends in revenues, operating income, operating margin, net income, EPS, among others, may differ materially. For example, to the extent the pandemic continues to disrupt economic activity globally we, like other businesses, would not be immune as it could adversely affect our business, operations and financial results through prolonged decreases in advertising spend, credit deterioration of our customers, depressed economic activity, or declines in capital markets. In addition, many of our expenses are less variable in nature and may not correlate to changes in revenues. The extent of the impact will depend on a number of factors, including the duration and severity of the pandemic; advances in testing, treatment and prevention; and the macroeconomic impact of government measures to contain the spread of the virus and related government stimulus measures.

To address the potential impact to our business, over the near-term, we are reevaluating the pace of our investment plans, including, but not limited to, our hiring, investments in data centers, servers, network equipment, real estate and facilities, and marketing and travel spending, as well as taking certain measures to support our customers.

Within MD&A Alphabet also addressed the impact of COVID-19 on various operating units:

Google advertising revenues

In addition to the impact of COVID-19, our advertising revenue growth, as well as the change in paid clicks and cost-per-click on Google properties and the change in impressions and cost-per-impression on Google Network Members’ properties and the correlation between these items, have been affected and may continue to be affected by various factors, including:

  • advertiser competition for keywords;
  • changes in advertising quality, formats, delivery or policy;
  • changes in device mix;
  • changes in foreign currency exchange rates;
  • fees advertisers are willing to pay based on how they manage their advertising costs;
  • general economic conditions;
  • seasonality; and
  • traffic growth in emerging markets compared to more mature markets and across various advertising verticals and channels.

As always, your thoughts and comments are welcome!

First Quarter COVID-19 Disclosure Examples – Part One

COVID-19, Reporting

Now that first quarter 2020 Form 10-Q’s have been filed, companies have made COVID-19 disclosures addressing issues ranging from asset impairments to the CARES Act.  In this series of blog posts we hope to help you as you deal with the evolution of these disclosures by reviewing how some companies approached these challenging issues.

This first example is from Starbuck’s Form 10-Q for the quarter ended March 29, 2020.  It is very lengthy.  The company grouped all its COVID-19 disclosures in this single financial statement footnote.  It includes:

 An overview of the situation

A summary of the impact on operations

Long-lived asset impairment discussion

Goodwill impairment considerations

Other asset impairment issues

Rent concession discussion

Deferred tax asset recoverability analysis

CARES Act overview

Discussion and emphasis of uncertainties in future periods

 You will also see that it includes disclosure that sounds like MD&A.  It is interesting that this risk-based disclosure is in the financial statements and that all Starbuck’s COVID-19 impacts were included in this single note rather than being addressed in individual notes for each accounting area.

Note 1

_________

COVID-19

In December 2019, a novel strain of coronavirus (“COVID-19“) was first identified, and in March 2020, the World Health Organization categorized COVID-19 as a pandemic. To help control the spread of the virus and protect the health and safety of our partners (employees) and customers, we began temporarily closing or modifying operating models and hours of our retail stores in many markets both in response to governmental requirements and voluntarily, beyond the requirements of local authorities, during the second quarter of fiscal 2020.

Changes made in our operations, combined with reduced customer traffic, resulted in material reductions in revenues and operating income during the second quarter of fiscal 2020, which prompted us to update our impairment analyses of our company-operated retail store portfolios and related lease right-of-use assets. For certain lower-performing stores, we compared the carrying value of store assets to undiscounted cash flows with updated assumptions on near-term profitability. As a result, we recorded an immaterial asset impairment charge within store operating expenses on our consolidated statement of earnings during the quarter ended March 29, 2020.

We also evaluated our goodwill and indefinite-lived intangible assets at the end of the fiscal second quarter. Our most recently completed goodwill impairment analyses indicated significant excess fair values over carrying values across the different reporting units. Since we expect the negative financial impacts from the outbreak to be temporary, they do not significantly affect the assumptions underpinning our long-term revenue and cash flow growth rates, operating models and business strategies. Therefore, we do not consider the outbreak to be a triggering event to accelerate our annual goodwill impairment analysis. As a result, no impairment charges for goodwill and indefinite-lived intangible assets were recorded during the quarter.

We evaluated our remaining assets, particularly accounts receivable and inventory. Our accounts receivable are mainly comprised of net unpaid invoices for product sales to and royalties from our licensees. Our allowance for doubtful accounts is calculated based on historical experience, licensee credit risk and application of the specific identification method. We also assessed incremental risks due to COVID-19 on our licensees’ financial viability. To assist our international licensed partners during the outbreak, we provided a short-term payment extension for their outstanding receivables as of the end of the fiscal second quarter. We do not believe the form and length of the extension changed our revenue recognition policy or had a significant impact to future collectability. Based on these actions during the quarter ended March 29, 2020, we did not observe a significant deterioration of our receivable portfolio to warrant a significant increase in bad debt expense. We will continue to monitor our accounts receivable as we also committed to providing other forms of relief to certain licensees during the third quarter of fiscal 2020, which may reduce our revenues.

Our inventories are stated at the lower of cost (primarily moving average cost) or net realizable value. We record reserves for obsolete and slow-moving inventory and for estimated shrinkage between physical inventory counts. During the fiscal quarter ended March 29, 2020, we recorded significant inventory write-offs due to expired or the expected expiration of perishable ingredients and products as a result of excess inventory due to the temporary closure of our retail stores. See Note 5, Inventories, for additional details. Depending on the pace of reopening of company-operated stores as well as future customer behaviors, among other factors, we may incur additional inventory write-offs during the third quarter of fiscal 2020.

During the second quarter of fiscal 2020, we received an immaterial amount of COVID-19-related rent concessions for certain stores in China, generally correlating with the limited time period our stores were closed during stay-at-home mandates. Consistent with updated guidance from the Financial Accounting Standards Board (“FASB”) in April 2020, we have elected to treat COVID-19-related rent concessions as variable rent. While we are having ongoing conversations with landlords in various markets in seeking commercially reasonable lease concessions given the current environment, we have not yet confirmed significant concessions for the remainder of the year.

On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which among other things, provides employer payroll tax credits for wages paid to employees who are unable to work during the COVID-19 outbreak and options to defer payroll tax payments. Based on our preliminary evaluation of the CARES Act, we qualify for certain employer payroll tax credits as well as the deferral of payroll and other tax payments in the future, which will be treated as government subsidies to offset relating operating expenses. During the quarter ended March 29, 2020, the qualified payroll tax credits reduced our store operating expenses by approximately $35 million on our consolidated statement of earnings. We expect to record additional payroll tax credits from the U.S. and other governments primarily in our fiscal third quarter to offset qualified wages paid to our partners. We intend to defer qualified payroll and other tax payments as permitted by the CARES Act.

We recorded our income tax expense, deferred tax assets and related liabilities based on management’s best estimates. Additionally, we assessed the likelihood of realizing the benefits of our deferred tax assets. As of the end of the fiscal quarter, we did not record significant valuation allowance adjustments based on available evidence. However, we will continue to monitor the realizability of our deferred tax assets, particularly in certain foreign jurisdictions where the outbreak has started to create significant net operating losses. Our ability to recover these deferred tax assets depends on several factors, including our results of operations and our ability to project future taxable income in those jurisdictions. If we determine that some portion of the tax benefit will not be realized, we would record a valuation allowance, which would increase our income tax expense. Total deferred tax assets as of the end of the fiscal second quarter were approximately $1.7 billion, of which approximately $100 million related to foreign jurisdictions where we expect to incur significant net operating losses in the near term, although the risks of failing to realize these benefits vary across the jurisdictions.

The COVID-19 pandemic remains a rapidly evolving situation. The continuation of the outbreak may cause prolonged periods of store closures and modified operating schedules and may result in changes in customer behaviors, including a potential reduction in consumer discretionary spending in our company-operated and licensed stores. These may lead to increased asset recovery and valuation risks, such as impairment of our company-operated store and other assets and an inability to realize deferred tax assets due to sustaining losses in certain jurisdictions. The uncertainties in the global economy will likely impact the financial viability of our suppliers, licensees and other business partners, which may interrupt our supply chain, limit our ability to collect receivables and require other changes to our operations. These and other factors will adversely impact our net revenues, operating income and earnings per share financial measures.

It should be noted that in this footnote, the discussion of impairment of assets including inventories and receivables comes after the discussion of goodwill impairment.  As a quick reminder, US GAAP requires that all impairment considerations such as inventories, accounts receivable and long-lived assets be taken into account before testing goodwill for impairment.

As always, your thoughts and comments are welcome!

May 4, 2020 SEC Investor Advisory Committee Meeting to Focus on COVID-19 Matters

COVID-19

On April 27, 2020 the SEC announced that its Investor Advisory Committee will hold a virtual meeting on May 4, 2020.  Discussions will focus on two major agenda items:

Public company disclosure considerations in a COVID-19 pandemic context, and

Public company shareholder engagement/virtual shareholder meetings in a COVID-19 pandemic context

You can read the full agenda here.

The meeting will be available via webcast and will also be archived for later viewing.

As always, your thoughts and comments are welcome!

SEC and PCAOB Issue Statement About Emerging Market Investments

Reporting

On April 21, 2020, SEC Chairman Jay Clayton, PCAOB Chairman William D. Duhnke III, SEC Chief Accountant Sagar Teotia, SEC Division of Corporation Finance Director William Hinman and SEC Division of Investment Management Director Dalia Blass issued a Public Statement titled “Emerging Market Investments Entail Significant Disclosure, Financial Reporting and Other Risks; Remedies are Limited.”

The Statement begins with the observation that over the last several decades U.S. investors have increased their investments in companies based in or with operations in emerging markets.

For companies with emerging markets risks the Statement makes clear that robust disclosure of the specific risks for individual companies is necessary and boilerplate is not adequate:

“In light of both the significance and company-specific nature of the risks discussed in this statement, we expect issuers to present these risks prominently, in plain English and discuss them with specificity.  Issuers based in emerging markets should consider providing a U.S. domestic investor-oriented comparative discussion of matters such as (1) how the company has met the applicable financial reporting and disclosure obligations, including those related to DCP and ICFR and (2) regulatory enforcement and investor-oriented remedies, including as a practical matter, in the event of a material disclosure violation or fraud or other financial misconduct more generally.”

For investors the Statement addresses the very different risks presented by these investments, focusing on issues including:

  • Emerging Market Risk Disclosures are Important
  • Quality of Financial Information, Requirements and Standards Vary Greatly
  • The PCAOB’s Inability to Inspect Audit Work Papers in China Continues
  • The Ability of U.S. Authorities to Bring Actions in Emerging Markets May Be Limited
  • Shareholders Have Limited Rights and Few Practical Remedies in Emerging Markets
  • Passive Investing Strategies Do Not Take Account of These Risks
  • Investment Advisers, Broker-Dealers and Other Market Participants Should Consider Emerging Market Risks

As always, your thoughts and comments are welcome.

The SEC Professionals Group and Examples of COVID-19’s Disclosure Impact

COVID-19, Reporting

If you are not familiar with the SEC Professionals Group, you will find that this member-managed group is a great source of SEC reporting information, community and support.  One such example is its weekly “Corona Conversations,” which takes place each Friday at 1 p.m. EDT (30 to 60 minutes), where members connect and discuss new topics weekly.  In these virtual meetings, members can raise questions and share insights and knowledge to help support each other as we all deal with the impact of COVID-19.

In the April 17, 2020, “Corona Conversation,” Alyson Clabaugh of Intelligize and George Wilson of SEC Institute reviewed accounting and disclosure areas affected by COVID-19, focusing on questions from members and providing example disclosures from recent filings.  They will continue this review of examples in the April 24, 2020 meeting.

Here are some of the topics included in the April 17 discussions:

  • A disclosure in response to a question about CARES Act disclosures:

AEHR TEST SYSTEMS • 10-Q (Q3 2020) • 04/14/2020
On March 27, 2020, the “Coronavirus Aid, Relief and Economic Security (CARES) Act” was signed into law. The Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. The Company is currently analyzing the impact of these changes and therefore an estimate of the impact to income taxes is not yet available. https://apps.intelligize.com/SECFilings/View/Filings/18437872

  • Two examples in response to a question about the classification of lease termination costs:

FRANKLIN COVEY CO • 10-Q (Q2 2020) • 04/09/2020
SG&A Expense. Decreased Direct Office SG&A expense was primarily due to the office closure in China related to the COVID-19 outbreak, reduced travel and advertising costs, and savings in other areas of Direct Office operations. These reductions were partially offset by increased associate expenses resulting from increased commissions on higher sales and new sales and sales-related https://apps.intelligize.com/SECFilings/View/Filings/18431937

OFFICE DEPOT INC• 10-K (FY 2019) • 02/26/2020.
[Risk factor] As a consequence, trade restrictions, including new or increased tariffs, quotas, embargoes, sanctions, safeguards, customs restrictions, epidemics/pandemics, like coronavirus, and mandatory government closures could increase our cost of goods sold or reduce the supply of the products available to us. https://apps.intelligize.com/SECFilings/View/Filings/18325765

  • A reference to CorpFin Disclosure Guidance Topic 9 in response to a question about non-GAAP measures related to COVID-19:

See the non-GAAP guidance here: https://www.sec.gov/corpfin/coronavirus-covid-19

  • An example in response to a question about non-GAAP measure disclosures:

CITIZENS FINANCIAL GROUP INC/RI • 8-K (Items: 2.02, 7.01, 9.01) ● 04/17/2020 • EX-99.1.
Key performance metrics, non-GAAP financial measures and reconciliations – Underlying excluding the impact of COVID-19 on provision for credit losseshttps://apps.intelligize.com/SECFilings/View/Filings/18443473/Exhibits/12110912

  • An example about COVID-19 risks and uncertainties disclosures:

WOD RETAIL SOLUTIONS, INC. • 10-K (FY 2019) • 04/16/2020
Risks and Uncertainties. In December 2019, a novel strain of coronavirus surfaced in China, which has and is continuing to spread throughout the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern,” and on March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic”. The governors of New York, California and several other…https://apps.intelligize.com/SECFilings/View/Filings/18442914

  • Three examples in response to a question about the impact of COVID-19 on ICFR:

INTEGRITY APPLICATIONS, INC. • 10-K (FY 2019) • 04/14/2020
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As the Company has historically had personnel both in the U.S. and Israel, there has been no change in working status due to working remotely as a result of COVID-19.https://apps.intelligize.com/SECFilings/View/Filings/18438236

NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/ • 10-Q (Q3 2020) • 04/10/2020
There were no changes in our internal control over financial reporting that occurred during the three months ended February 29, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Subsequent to February 29, 2020, we have not experienced any material impact to our internal controls over financial reporting given that most of our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact to their design and operating effectiveness.https://apps.intelligize.com/SECFilings/View/Filings/18434581

INSPIRED ENTERTAINMENT, INC. • 10-K (FY 2019) • 03/30/2020
Our Board of Directors and management take internal control over financial reporting and the integrity of our financial statements seriously. Prospectively and in particular while the current remote working conditions associated with the COVID-19 outbreak remain in effect, Management intends to ensure that all reviews are fully completed prior to issuing the draft financial statements to our external auditors (or where possible make it clear this is the case) . Management will also add an additional third-party external review of the financial statements to the process prior to submission moving forward. At this time, we cannot provide assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts. In addition, we continue to evaluate and work to improve our internal control over financial reporting related to the identified deficiencies that led, in aggregate, to a material weakness, management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described above. assurance level as of December 31, 2019.https://apps.intelligize.com/SECFilings/View/Filings/18409342

  • Two examples in response to questions about the impact of COVID-19 on CECL:

PNC FINANCIAL SERVICES GROUP, INC. • 8-K (Items: 2.02, 9.01) • 04/15/2020.
Provision for credit losses of $914 million, which was calculated under the Current Expected Credit Loss (CECL) accounting standard effective January 1, 2020, increased $693 million primarily due to the significant economic impact of COVID-19 and loan growth…
https://apps.intelligize.com/SECFilings/View/Filings/18438858

HOME BANCSHARES INC • 8-K (Items: 2.02, 7.01, 9.01) ● 04/16/2020 • EX-99.1
The CECL double accounting for LH-Finance was $9.3 million. The normal CECL loan provision was approximately $5.0 million and the CECL COVID-19 loan provision was approximately $71.7 million. Our CECL provisioning model is significantly tied to projected unemployment rates. As a result of COVID-19, the unemployment rate projections significantly increased from January 1 to the end of March 2020.
https://apps.intelligize.com/SECFilings/View/Filings/18441297

  • A publication about accounting for government assistance in response to a participant question:

EY Guidance on government assistance: TTP08738-201US_CARESAct_04-03-2020.pdf

You can find other disclosure examples in the archived minutes from the April 17 Corona Conversation on the SEC Pro’s group webpage.

The SEC Pro Group also conducts quarterly meetings and other functions to provide support and knowledge for members.  You can learn more and apply for membership here.

You can also complete SEC Pro Group’s benchmarking survey and participate in setting the focus areas for the coming year.

As always, your thoughts and comments are welcome!

SECI’s 35th Midyear Forums to be Offered as Live Webcasts

About SECI

This June, SEC Institute’s 35th Midyear SEC Reporting and FASB Forums will be offered as live webcasts only rather than being held in person in New York and San Francisco.  This will enable us to provide a safe learning environment for participants and faculty.

The live webcast of the New York program will be on June 11-12, 2020 and will begin at 8:00 a.m. EDT.  The live webcast of the San Francisco program will be on June 15-16, 2020 and will begin at 8:00 a.m. PDT.

Participants will  have access to all program materials, will be able to view the program slides and submit questions to the speakers during the presentation.

As always, the programs will be focused on the key issues facing us in the SEC reporting realm and will include:

  • A review of accounting, disclosure and reporting relief related to COVID-19
  • Focus on accounting and reporting on impairment issues
  • SEC staff focus areas, including, revenue recognition, fair value measurements, segment reporting and non-GAAP measures and metrics
  • Modernization of Regulation S-K and proposed changes to Regulation S-X
  • Business combinations accounting issues, including business combination versus asset acquisition, assigning amounts to assets and liabilities, and contingent consideration
  • Update on MD&A, including disclosures related to the impact of COVID-19, changes from the SEC’s Disclosure Effectiveness project and disclosures concerning reference rate reform and Brexit
  • Status of the credit losses standard implementation and other financial instruments hot topics

You can learn more and register for the webcasts here.

As always, your thoughts and comments are welcome.

FASB Addresses Impact of COVID-19 and Publishes Lease Accounting Q&A

COVID-19

As we mentioned in this post, the FASB met on April 8, 2020, to address “Accounting Relief During the COVID-19 Pandemic.”  You can read Chairman Russell G. Golden’s statement about the meeting here.

Topics addressed were primarily for private companies and not-for-profits.  Steps included decisions to issues proposals for an optional one-year delay for the new leasing standard for private companies and not-for-profits and a one-year delay for the revenue recognition for private company franchisors.

The FASB is also working on a number of question and answer documents related to the disruption created by COVID-19.  On April 10, 2020, the FASB published a Q&A document addressing questions dealing with lease concessions due to COVID-19.  Essentially the Q&A document provides that for such concessions companies will not have to analyze each contract to determine whether enforceable rights and obligations for concessions exist in the contract and “can elect to apply or not apply the lease modification guidance in Topic 842 Leases or Topic 840 Leases to those contracts.”

While the meeting minutes are not yet posted, they will be available here when they are completed.  You can read a summary of the tentative decisions reached at the meeting here.

As always, your thoughts and comments are welcome!