As we are now moving past the middle of July, many of us are reviewing draft Form 10-Qs and grappling with how to disclose the impact of COVID-19’s disruption and uncertainty.  Here are a few thoughts for your review process.

1. Don’t forget to update and tailor your risk factors. Even if the impact of COVID-19 on your business has not been dramatic, consider your specific situation and think about whether risk factors should be updated.  As we know more about this situation now than we did at the end of the first quarter, risk factors may need to be adjusted for new information.  Here is an example from Home Depot, where the company added issues related to COVID-19:

Disruptions in our supply chain and other factors affecting the distribution of our merchandise could adversely impact our business.

A disruption within our logistics or supply chain network could adversely affect our ability to deliver inventory in a timely manner, which could impair our ability to meet customer demand for products and result in lost sales, increased supply chain costs, or damage to our reputation. Such disruptions may result from damage or destruction to our distribution centers; weather-related events; natural disasters; international trade disputes or trade policy changes or restrictions; tariffs or import-related taxes; third-party strikes, lock-outs, work stoppages or slowdowns; shortages of truck drivers; shipping capacity constraints; third-party contract disputes; supply or shipping interruptions or costs; military conflicts; acts of terrorism; public health issues, including pandemics or quarantines (such as the recent COVID-19 coronavirus outbreak); or other factors beyond our control. Any such disruption could negatively impact our financial performance or financial condition.

Also, don’t forget to update your 1995 Private Securities Litigation Reform Act safe harbor cautionary statements for uncertainties surrounding COVID-19.

2. Don’t shy away from forward-looking information where it is required. This is the “known-trend” disclosure in MD&A.  If a company “reasonably expects” (a less than 50% probability threshold) that an uncertainty could have a material impact on future operations it should be disclosed in MD&A.  Here is an example SEC comment, related to a March 31, 2020 Form 10-Q, about this forward-looking information requirement.

We note that your revenue significantly declined by $65 million, or 92%, from $71 million for the three months ended March 31, 2019 to $5 million for the three months ended March 31, 2020. You indicate this was due to the decrease in the number of railcars delivered (11 versus 641 units) due to lower industry demand, which was partially offset by a higher average selling price for new railcars in 2020. We also note from your earnings call that the lower demand was due to the combination of timing and weakness in the backlog, line changeovers, and a loss of 8 production days at the end of the first quarter related to the Coronavirus. Revise your results of operations to provide qualitative reasons as to why demand was lower. To the extent possible, quantify how the differing factors impacted the overall change in your results of operations. Additionally, quantify how your expected deliveries are expected to ramp up through the year to the extent possible to provide further insight into known trends and uncertainties. We also note from your earnings call a withdrawal of the 2020 guidance for deliveries and capital expenditures, and although no order cancellations, you are not building any railcars that do not have a firm order behind them, and as the Mexico facility is expected to begin production during the third quarter but not without a firm customer order, please address how you expect deliveries to ramp up for the year. See Item 303 of Regulation S-K and SEC Release No. 33-8350.

3. Don’t forget that in addition to MD&A disclosures ASC 275 requires disclosure in the financial statements of material uncertainties. Here is an example from MGM Resorts’ first-quarter Form 10-Q:

Financial Impact of COVID-19. The novel coronavirus (“COVID-19”) pandemic has caused, and is continuing to cause, significant disruption in the financial markets both globally and in the United States, and will continue to impact, possibly materially, our business, financial condition and results of operations. As of March 17, 2020, all of the Company’s domestic properties were temporarily closed to the public and have remained closed pursuant to state and local government requirements as a result of the unprecedented public health crisis from the COVID-19 pandemic. As a result, the Company’s domestic properties are effectively generating no revenue.  In Macau, pursuant to a request from the government of Macau, MGM China suspended all operations at MGM Macau and MGM Cotai for a 15-day period that commenced on February 5, 2020,  other than operations that were necessary to provide sufficient non-gaming facilities to serve any remaining hotel guests in that period. While the properties have since re-opened, several travel and entry restrictions in Macau, Hong Kong, and certain cities and regions in mainland China remain in place (including the temporary suspension of the visa scheme, the temporary suspension of ferry services and other modes of transportation, and bans on entry or enhanced quarantine requirements), significantly impacting visitation to the Company’s Macau properties, which continues to have a material impact on MGM China’s results of operations. The Company cannot predict the degree, or duration, to which its operations will be affected by the COVID-19 outbreak, and the effects could be material.

As always, your thoughts and comments are welcome!

As we get closer to second quarter 2020 reporting, addressing the impact of COVID-19 in earnings releases is a top-of-mind issue.  The impact will, of course, differ from company to company.  Here is one example from Carnival Corporation.  Carnival’s fiscal year ends on November 30, so their fiscal second quarter ended on May 31, 2020.  Carnival released earnings on June 18, 2020, providing an early example of how COVID-19 can be reflected in earnings releases.

In their earnings release Carnival was very direct about how COVID-19 has affected their business:

SECOND QUARTER 2020 SUMMARY PRELIMINARY INFORMATION

• S. GAAP net loss of $(4.4) billion, or $(6.07) diluted EPS, for the second quarter of 2020, which includes $2.0 billion of non-cash impairment charges.
• Second quarter 2020 adjusted net loss of $(2.4) billion, or $(3.30) adjusted EPS.
• Total revenues for the second quarter of 2020 were $0.7 billion, lower than $4.8 billion in the prior year.
• The company’s guest cruise operations have been in a pause for a majority of the second quarter. In addition, the company is unable to definitively predict when it will return to normal operations. As a result, the company is currently unable to provide an earnings forecast. The pause in guest operations is continuing to have material negative impacts on all aspects of the company’s business. The longer the pause in guest operations continues the greater the impact on the company’s liquidity and financial position. The company expects a net loss on both a U.S. GAAP and adjusted basis for the second half of 2020.
• Cash burn rate in the second quarter 2020 was generally in line with the previously disclosed expectation.
• Second quarter 2020 ended with $7.6 billion of available liquidity, and the company expects to further enhance future liquidity, including through refinancing scheduled debt maturities. In addition, the company has $8.8 billion of committed export credit facilities that are available to fund ship deliveries originally planned through 2023.
• Total customer deposits balance at May 31, 2020 was $2.9 billion, including $475 million related to cruises during the second half of 2020.

You can read the rest of the details in Carnival’s earnings release here.  As you can see, the company did not pull any punches.

As always, your thoughts and comments are welcome!

In this unprecedented period of disruption in our lives and our businesses, it is crucially important to keep investors informed.  To help you in this regard, this post is a reminder of the on-demand content we have at SEC Institute ready to assist you.

Our on-demand version of the SEC Reporting and Practice Skills Workshop for Lawyers, while primarily for lawyers, offers financial reporting professionals helpful segments on MD&A and 1934 Act reporting.

You can also view our on-demand content on such topics* as:

·       Ethical Challenges for SEC Reporting Professionals

·       Master Form S-1 for an Initial Public Offering

·       Master the SEC Reporting and Research Process – Part One

·       A Deep Dive Into COVID-19’s Impact on Quarter One Goodwill Impairment Testing

·       Master the SEC Reporting and Research Process – Part Two

·       Impairment Testing Considerations for Quarter One in the 2020 Coronavirus Environment

·       COVID-19 Challenges for First Quarter 2020 Form 10-Q and Annual Meetings 

·       SEC’s New Metric Guidance and a Non-GAAP Measure Update

·       Fifth Annual Dealing with MD&A Hot Topics

·       Sixth Annual Form 10-K/Proxy Tune-Up 

(*Please check the “Credit Details” for each of the above programs on our website to confirm if you can receive CPE or CLE credit.  Also, note, we are in the process of qualifying the first three briefings listed above for CPE credit, so please check back in a few weeks.)

You can find links to all our programs including our webcasts of conferences and workshops here.

If you have any suggestions or requests for programs, please reach out and let us know via a comment on this post.  We will be very responsive with our One-Hour Briefings and other tools.

As always, your thoughts and comments are welcome!

In the last several days the SEC has added to and updated its guidance about disclosures surrounding COVID-19 disruption and uncertainty and updated its pronouncements about filing and related relief.  These developments include:

June 23, 2020 – CorpFin Release of Disclosure Guidance: Topic 9A – Coronavirus (COVID-19) — Disclosure Considerations Regarding Operations, Liquidity, and Capital Resources

June 23, 2020 – Statement on the Continued Importance of High-Quality Financial Reporting for Investors in Light of COVID-19 from the Chief Accountant

June 25, 2020 – Staff Statement Regarding Rule 302(b) of Regulation S-T in Light of COVID-19 Concerns

June 25, 2020 – Division of Corporation Finance Statement Regarding Requirements for Form 144 Paper Filings in Light of COVID-19 Concerns

June 25, 2020 – Division of Corporation Finance Statement Regarding Requirements for Certain Paper Documents (other than Forms 144) in Light of COVID-19 Concerns

June 26, 2020 – An Update on the Commission’s Targeted Regulatory Relief to Assist Market Participants Affected by COVID-19 and Ensure the Orderly Function of our Markets

Here are details about each of the above releases and pronouncements:

Disclosure Guidance: Topic 9A – Coronavirus (COVID-19) — Disclosure Considerations Regarding Operations, Liquidity, and Capital Resources provides additional staff views “regarding operations, liquidity, and capital resources disclosures companies should consider with respect to business and market disruptions related to COVID-19.”  You can read more about this update to Topic 9 in this blog post.

In his Statement on the Continued Importance of High-Quality Financial Reporting for Investors in Light of COVID-19, Chief Accountant Sagar Teotia provides insights about OCA’s focus on high-quality financial reporting in this challenging period.  He addresses topics including:

• Significant Estimates and Judgments; Reasonable Judgments
• The Importance of Disclosure Controls and Procedures (DCP) and Internal Control over Financial Reporting (ICFR)
• Reminders about an Entity’s Ability to Continue as a Going Concern

He also discusses consulting with OCA about complex or emerging issues, OCA’s work with standard setters and the vital role of audit committees in this period.

In their June 25, 2020 – Staff Statement Regarding Rule 302(b) of Regulation S-T in Light of COVID-19 Concerns, CorpFin essentially continues the relief surrounding manual signature requirements provided in its March 2020 announcement.  The staff also indicated that this relief is temporary and will remain in effect until the staff provides public notice that it will end.  This public notice will be given at least two weeks before the announced termination date.  You can read more about the requirements that must be met to rely on the relief in this blog post.

The two June 25, 2020 announcements regarding paper filings, Division of Corporation Finance Statement Regarding Requirements for Form 144 Paper Filings in Light of COVID-19 Concerns and Division of Corporation Finance Statement Regarding Requirements for Certain Paper Documents (other than Forms 144) in Light of COVID-19 Concerns, both provide that the staff will accept filings that are currently required to be filed in paper form via email in certain circumstances.  The statements enumerate which filings may be provided via email and also contain various requirements that must be met for such paper filings, including signature requirements similar to the Rule 302(b) relief discussed above.  Both also provide that the relief will remain in effect until the staff provides public notice that it will end, and that public notice will be given at least two weeks before the announced termination date.

The Update on the Commission’s Targeted Regulatory Relief to Assist Market Participants Affected by COVID-19 and Ensure the Orderly Function of our Markets was issued by Chair Clayton and the heads of the divisions of Corporation Finance, Investment Management and Trading and Markets.  It summarizes the steps that the SEC has taken in each division to deal with COVID-19 disruption.  Notably, for CorpFin, it indicates that the deadline filing relief that was provided through July 1, 2020 will not be continued.

As always, your thoughts and comments are welcome!

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:

RECENT EVENTS RELATED TO COVID-19

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.

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 fourth post draws examples from Gap’s  Form 10-Q for their first quarter ended May 2, 2020.

Gap, as do many retailers, has a January fiscal year-end.  As a result, their first quarter 10-Q includes more of the period where COVID-19 is disrupting their business.

Gap’s financial statements present the facts surrounding the actions they have taken in response to COVID-19.  As you can see below, these disclosures are extensive.  They include information about store closings, impairments and financing transactions.

But Gap does not stop with disclosure of the facts.  In their MD&A they weave the facts into an overall picture of how they are dealing with COVID-19.  The MD&A disclosures are, as you would expect, also lengthy.  In this post,  you can review the financial statement disclosures first, and then read Gap’s MD&A summary and review how they relate to and complement each other.

To begin, Gap includes this lengthy overall summary of COVID-19 issues in the first note to their interim financial statements:

COVID-19

In March 2020, the World Health Organization declared the coronavirus disease (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide. To date, COVID-19 has surfaced in nearly all regions around the world and resulted in restrictions and shutdowns implemented by national, state, and local authorities. As a result of the pandemic, we temporarily closed our North America retail stores and a significant number of our stores in Asia and Europe, causing a significant reduction in net sales in the first quarter of fiscal 2020. The Company also implemented several actions during the first quarter of fiscal 2020 to enhance liquidity and financial flexibility. These actions included the draw-down of the entire $500 million available on our revolving credit facility as defined in Note 3 of Notes to Condensed Consolidated Financial Statements, suspending share repurchases, and deferring the record and payment dates for our previously announced first quarter of fiscal 2020 dividend. In addition, on May 7, 2020, we announced new debt financing as described in Note 12 of Notes to Condensed Consolidated Financial Statements.

Beginning in April 2020, we suspended rent payments under the leases for our temporarily closed stores in North America. We considered the Financial Accounting Standards Board’s (“FASB”) recent guidance regarding lease modifications as a result of the effects of the COVID-19 pandemic and have elected to apply the temporary practical expedient to account for changes. We have recorded accruals for rent payment deferrals and accounted for deferred rental payments as though no changes to the lease contract were made.

During the thirteen weeks ended May 2, 2020, the Company recorded inventory related impairment costs of $235 million, primarily related to seasonal inventory that was stranded in stores when closures occurred or seasonal inventory in distribution centers that was planned for store sales. The costs also include impaired garment and fabric commitment costs for future seasonal product.

Additionally, on March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law in the United States. The CARES Act provides relief to U.S. Corporations through financial assistance programs and modifications to certain payroll and income tax provisions. The Company is considering certain beneficial provisions of the CARES Act, including the net operating loss carryback provision. See Note 7 of Notes to Condensed Consolidated Financial Statements for more information on the income taxes impact of the CARES Act.

The Company also considered the impact of COVID-19 on the assumptions and estimates used when preparing these quarterly financial statements including the impairment of long-lived store assets and operating lease assets, inventory valuation, income taxes, sales return allowance, and future compliance with debt covenants. These assumptions and estimates may change as the current situation evolves or new events occur, and additional information is obtained. If the economic conditions caused by COVID-19 worsen beyond what is currently estimated by management, such future changes may have an adverse impact on the Company’s results of operations, financial position, and liquidity. See the following Notes to the Condensed Consolidated Financial Statements for further detail of the impact of these assumptions and estimates.

GAP includes disclosures in various notes about specific COVID-19 issues, including this discussion of impairments in Note 4:

Nonfinancial Assets

Long-lived assets, which for us primarily consist of store assets and operating lease assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The asset group is defined as the lowest level for which identifiable cash flows are available and largely independent of the cash flows of other groups of assets, which for our retail stores, is at the store level. For impaired assets, we recognize a loss equal to the difference between the carrying amount of the asset or asset group and its estimated fair value, which is recorded in operating expenses on the Consolidated Statements of Operations. For operating lease assets, the Company determines the fair value of the assets by discounting the estimated market rental rates over the remaining term of the lease. These estimates can be affected by factors such as future store results, real estate demand, store closure plans, property specific discount rate and economic conditions that can be difficult to predict. These fair value measurements qualify as level 3 measurements in the fair value hierarchy.

The impact of the COVID-19 pandemic resulted in a qualitative indication of impairment related to our store long-lived assets. For store locations, we analyzed our store asset recoverability. During the thirteen weeks ended May 2, 2020, the Company recorded an impairment of store assets of $124 million, and impairment of operating lease assets of $360 million. The impairment of the store assets reduced the carrying amount of the applicable long-lived assets of $127 million to their fair value of $3 million. The impairment of the operating lease assets reduced the carrying amount of the applicable long-lived assets of $1,358 million to their fair value of $998 million. The impairment charges were recorded in operating expenses on the Condensed Consolidated Statement of Operations.

During the thirteen weeks ended May 4, 2019, there were no material impairment charges recorded for long-lived assets.

We review the carrying amount of goodwill and other indefinite-lived intangible assets for impairment annually and whenever events or changes in circumstances indicate that it is more likely than not that the carrying amount may not be recoverable.

There were no impairment charges recorded for goodwill or other indefinite-lived intangible assets for the thirteen weeks ended May 2, 2020 or May 4, 2019.

Gap also included this disclosure in its Debt and Credit Facilities note:

We also had a $500 million, five-year, revolving credit facility, which was scheduled to expire in May 2023. On March 25, 2020, we drew down the entire amount under the revolving credit facility resulting in a total of $500 million outstanding as of May 2, 2020. The borrowings accrued interest at a base rate (typically LIBOR) plus a margin based on our long-term senior unsecured credit ratings and our leverage ratio. The draw-down proceeds were recorded in revolving credit facility on the Condensed Consolidated Balance Sheet. There were no material outstanding letters of credit under the revolving credit facility as of May 2, 2020.

On May 7, 2020, we completed the offering of $500 million aggregate principal amount of 8.375 percent Senior Secured Notes due 2023 (the “2023 Notes”), $750 million aggregate principal amount of 8.625 percent Senior Secured Notes due 2025 (the “2025 Notes”) and $1 billion aggregate principal amount of 8.875 percent Senior Secured Notes due 2027 (the “2027 Notes” and, with the 2023 Notes and the 2025 Notes, the “Notes”) in a private placement to qualified buyers. Concurrently with the issuance of the Notes, the Company amended the existing unsecured revolving credit facility with a third amended and restated senior secured asset-based revolving credit agreement (the “ABL Facility”). Additionally, on May 7, 2020, we repaid the $500 million that was outstanding under our existing unsecured revolving credit facility and did not borrow any funds under the ABL Facility. The amended ABL Facility has a $1.8675 billion borrowing capacity and includes revised financial covenant requirements. See Note 12 of Notes to Condensed Consolidated Financial Statements for further information regarding subsequent events.

To weave all these disclosures into a comprehensive story Gap included this summary in their MD&A:

OVERVIEW

Effective March 23, 2020, Sonia Syngal became the Company’s chief executive officer after previously serving as the president and chief executive officer of Old Navy Global. Also effective March 23, 2020, Katrina O’Connell became the Company’s executive vice president and chief financial officer.

In March 2020, the World Health Organization declared COVID-19 a global pandemic and recommended containment and mitigation measures worldwide. To date, COVID-19 has surfaced in nearly all regions around the world and resulted in restrictions and shutdowns implemented by national, state, and local authorities. As a result, during the quarter we temporarily closed our North America retail stores and a significant number of our stores in Asia and Europe, causing a significant reduction in net sales in the first quarter of fiscal 2020. However, our e-commerce business remains open and is supported by the employees in the distribution centers. We have also closed many of our corporate offices and other facilities, including our corporate headquarters in San Francisco, and have implemented a work-from-home policy for most of our corporate employees.

Beginning in May 2020, the Company started to reopen stores in select states and countries. When the Company reopened these stores it did so in accordance with local government guidelines. As of June 4, 2020, the Company has reopened more than 1,500 of its stores worldwide.

During the thirteen weeks ended May 2, 2020, the Company recorded an impairment of store assets of $124 million and operating lease assets of $360 million, primarily due to lower cash flows from stores and the reduced estimated fair value of real estate, particularly in mall locations, as a result of the COVID-19 pandemic. See Note 4 of Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q, for further information regarding impairments.

During the thirteen weeks ended May 2, 2020, the Company recorded inventory related impairment costs of $235 million, primarily related to seasonal inventory that was stranded in stores when closures occurred or seasonal inventory in distribution centers that was planned for store sales. The costs also include impaired garment and fabric commitment costs for future seasonal product.

In fiscal 2019, the Company announced plans to restructure the specialty fleet and revitalize the Gap brand, including closing about 230 Gap specialty stores during fiscal 2019 and fiscal 2020. The Company continues to believe that these actions will drive a healthier specialty fleet and will serve as a more appropriate foundation for brand revitalization. As a result of the COVID-19 pandemic in the first quarter, the Company shifted its focus towards adapting to the COVID-19 challenges and as a result the restructuring costs were not material in the first quarter of fiscal 2020. The Company will continue to evaluate its specialty fleet restructuring strategy as the impact of the COVID-19 pandemic on the business evolves through the remainder of the fiscal year.

We continue to face a period of uncertainty regarding the ongoing impact of the COVID-19 pandemic on both our projected customer demand and supply chain. During the first quarter, most of our Company-owned and franchise stores globally had to close due to COVID-19 mitigation efforts. During this challenging economic environment, we are focused on continuing to take the necessary steps to strengthen our financial flexibility in the face of the unprecedented and continuing impact of COVID-19. These measures include:

• the draw-down of the entire $500 million available under our revolving credit facility and new debt financing that closed subsequent to the first quarter of fiscal 2020;
• deferring the record and payment dates for our previously announced first quarter of fiscal 2020 dividend, and suspending our regular quarterly cash dividend for the remainder of fiscal 2020;
• suspending stock repurchases for the remainder of fiscal 2020;
• reducing planned capital expenditures in fiscal 2020;
• reviewing all operating expenses for opportunities to reduce spending;
• realigning inventory to expected sales trends based upon estimated timing of stores reopening;
• furloughing the majority of our store teams in North America for the period stores were closed;
• reducing headcount across our corporate functions which resulted in approximately $35 million of severance related costs during the first quarter of fiscal 2020;
• temporarily reducing pay for the entire Gap Inc. leadership team along with the Board of Directors; and
• suspending rent payments for our stores that have been closed in North America due to the COVID-19 pandemic.

In addition, we continue to be focused on the following strategic priorities:

• offering product that is consistently brand-appropriate and on-trend with high customer acceptance and appropriate value perception;
• growing and operating our global e-commerce business;
• restructuring the Gap brand, with emphasis on the specialty fleet globally, to create a healthier business;
• attracting and retaining strong talent in our businesses and functions;
• increasing the focus on improving operational discipline and efficiency by streamlining operations and processes throughout the organization and leveraging our scale;
• managing inventory to support a healthy merchandise margin; and
• continuing to integrate social and environmental sustainability into business practices to support long-term growth.

As previously noted, COVID-19 was officially declared a global pandemic by the World Health Organization in March 2020. We continue to monitor the rapidly evolving situation and guidance from international and domestic authorities, including federal, state and local public health authorities and may take additional actions based on their recommendations. In these circumstances, there may be developments outside our control requiring us to adjust our operating plan. As such, given the dynamic nature of this situation, the Company cannot reasonably estimate the impacts of COVID-19 on our results of operations, cash flows and liquidity in the future.

Additionally, on May 7, 2020, the Company closed the offering of the Notes for $2.25 billion. We also entered into the ABL Facility, with an initial aggregate principal amount of up to $1.8675 billion. Proceeds from the sale of the Notes were used to redeem our 2021 Notes. We also repaid the $500 million that was outstanding under our existing unsecured revolving credit facility and did not borrow any funds under the ABL Facility. Refer to the “Liquidity and Capital Resources” section for further discussion.

Gap presents a significant amount of information in both the financial statements and MD&A.  Lastly, as you can see in the second from the last paragraph in their MD&A overview, Gap is very forthright about the uncertainty if faces surrounding COVID-19.

As always, your thoughts and comments are welcome!

On June 23, 2020, in advance of quarter-two 2020 reporting, the CorpFin Staff issued Disclosure Guidance Topic 9A – Coronavirus (COVID-19) — Disclosure Considerations Regarding Operations, Liquidity, and Capital Resources to provide “additional views of the Division of Corporation Finance regarding operations, liquidity, and capital resources disclosures companies should consider with respect to business and market disruptions related to COVID-19”.  The new Disclosure Guidance Topic supplements Topic 9, which was issued in March 2020.

Included in the Disclosure Guidance Topic is a discussion of expectations that companies will continue to assess the impact of COVID-19 on their operations and financing.  In the document that staff states:

“We continue 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 revise and update disclosures as facts and circumstances change. These disclosures should enable an investor to understand how management and the Board of Directors are analyzing the current and expected impact of COVID-19 on the company’s operations and financial condition, including liquidity and capital resources.

The Disclosure Guidance Topic offers a list of possible considerations, including issues such as:

• What are the material operational challenges that management and the Board of Directors are monitoring and evaluating?
• How is your overall liquidity position and outlook evolving
• Have you accessed revolving lines of credit or raised capital in the public or private markets to address your liquidity needs?
• Have COVID-19 related impacts affected your ability to access your traditional funding sources on the same or reasonably similar terms as were available to you in recent periods?
• Are you at material risk of not meeting covenants in your credit and other agreements?
• If you include metrics, such as cash burn rate or daily cash use, in your disclosures, are you providing a clear definition of the metric and explaining how management uses the metric in managing or monitoring liquidity?
• Have you reduced your capital expenditures and if so, how? Have you reduced or suspended share repurchase programs or dividend payments? Have you ceased any material business operations or disposed of a material asset or line of business? Have you materially reduced or increased your human capital resource expenditures? Are any of these measures temporary in nature, and if so, how long do you expect to maintain them?
• Are you able to timely service your debt and other obligations?
• Have you altered terms with your customers, such as extended payment terms or refund periods, and if so, how have those actions materially affected your financial condition or liquidity?
• Are you relying on supplier finance programs, otherwise referred to as supply chain financing, structured trade payables, reverse factoring, or vendor financing, to manage your cash flow?
• Have you assessed the impact material events that occurred after the end of the reporting period, but before the financial statements were issued, have had or are reasonably likely to have on your liquidity and capital resources and considered whether disclosure of subsequent events in the financial statements and known trends or uncertainties in MD&A is required?

The guidance also includes discussion of the impact of CARES Act assistance on companies and going concern considerations.

You can read the Disclosure Guidance Topic here.

As always, your thoughts and comments are welcome!

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!