SEC Supplements COVID-19 Disclosure Guidance

July 9, 2020

On June 23, 2020, approximately two months after issuing “CF Disclosure Guidance: Topic No. 9,” the SEC’s Division of Corporation Finance issued “CF Disclosure Guidance: Topic No. 9A” to provide additional guidance regarding operations, liquidity, and capital resources disclosures companies should consider with respect to COVID-19. Much like the earlier guidance, the supplemental guidance includes an extensive list of questions for companies to consider as they assess the effects of COVID-19 and their related disclosure obligations.

The questions include the following:

  • What are the material operational challenges that management and the Board of Directors are monitoring and evaluating? How and to what extent have you altered your operations, such as implementing health and safety policies for employees, contractors, and customers, to deal with these challenges, including challenges related to employees returning to the workplace? How are the changes impacting or reasonably likely to impact your financial condition and short- and long-term liquidity?
  • How is your overall liquidity position and outlook evolving? To the extent COVID-19 is adversely impacting your revenues, consider whether such impacts are material to your sources and uses of funds, as well as the materiality of any assumptions you make about the magnitude and duration of COVID-19’s impact on your revenues. Are any decreases in cash flow from operations having a material impact on your liquidity position and outlook?

The guidance also addresses disclosure obligations for companies receiving assistance under the CARES Act and reminds companies of their disclosure obligations where there is substantial doubt about a company’s ability to continue as a going concern.

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