COVID-19 Update: Key Questions to Consider in Preparing Your Q1 2020 Form 10-Q and Earnings Release

Public companies are considering key questions as they prepare first quarter 2020 disclosures in the COVID-19 era. In light of the April 8, 2020 joint public statement issued by the Chairman of the Securities and Exchange Commission (SEC) and the Director of the SEC’s Division of Corporate Finance (the Division) highlighting the importance of forward-looking COVID-19 disclosures for investors and markets (the Joint Statement), as well as the March 25, 2020 Division CF Disclosure Topic No. 9 providing guidance on the importance of assessing and disclosing the evolving impact of the COVID-19 pandemic (the Disclosure Guidance), U.S. reporting companies should evaluate these pronouncements and determine the appropriate scope and detail of their disclosures impacted by COVID-19 and related economic developments.

Several key questions follow for U.S. reporting companies to consider when preparing and issuing the first quarter 2020 Form 10-Q and earnings season.

1. How has COVID-19 impacted your continuing operations, and what should be disclosed in your MD&A due to such impact?
2. How has COVID-19 impacted your liquidity and access to capital, and what should be disclosed in your MD&A due to such impact?
3. If the effects of COVID-19 have triggered an impairment, what type of disclosures are required?
4. Are there any matters related to COVID-19 that should be disclosed in “Subsequent Events”?
5. Should you add a risk factor addressing COVID-19?
6. Have you been named party to a lawsuit or incurred any loss contingencies due to COVID-19?
7. If your company’s disclosure controls and procedures and/or internal controls over financial reporting have been impacted by COVID-19, when are disclosures required?
8. What discussion of COVID-19 should you include in your earnings release and earnings calls?
9. Should you include COVID-19 impacts in your disclaimer regarding Forward-Looking Statements?
10. Are you eligible to take advantage of the extended filing deadline for your 10-Q?

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