Løpende IR-forpliktelser og Q1 i ekstraordinære tider
Av Managing partner Harald Bjørland og resten av Crux Advisers-teamet
Verden endret seg brått for oss alle med utbruddet og spredningen av Covid-19. For næringslivet generelt har pandemien ført til kritisk bortfall av etterspørsel og kontantstrøm for mange bedrifter. Tidligere solide og lønnsomme virksomheter sliter nå med massepermitteringer, et ikke-fungerende kreditt- og kapitalmarked, lav oljepris, svak krone og dessverre allerede konkurser. Dette er faktorer som danner et dystert bakteppe for det IR-arbeidet som nå står foran oss alle. Derfor er det viktigere enn noen gang at selskapene kommuniserer åpent om de utfordringene de står ovenfor, hvilke tiltak de har iverksatt for å sikre driftskontinuitet, hvordan de sikrer likviditet og soliditet, og ikke minst om endringer i risikobildet og nye muligheter. Krise er en utløsende faktor for innovasjon og ny vekst.
I denne artikkelen deler Crux Advisers noen perspektiver knyttet til løpende IR-forpliktelser og den første kvartalsrapportering i disse spesielle tider:
Continuing obligations and financial reporting in extraordinary times
Transparency and clear communication is particularly valued by all stakeholders in times of uncertainty. Informed stakeholders make better decisions, and you should therefore pay special attention to your continuing duty of disclosure in times like these. This can safeguard trust and investor confidence, ensure continued access to limited capital sources, and see a fair valuation of your company over time.
As per 27 March, only around one-third of the companies on the Oslo Stock Exchange and Merkur Markets have issued specific stock exchange releases relating to Covid-19 since the start of the month. In addition, 79 issuers with listed equity and/or bonds have released Annual Reports after 12 March, when ESMA and Finanstilsynet issued guidelines stating that Covid-19 risks and effects should be included in Annual Reports not yet released. 14 of these 79 do not mention Covid-19 in their Annual Reports.
This lack of information might depress shareholder values more than necessary and puts long-term trust and stakeholder confidence at risk. We believe this is why the U.S. Securities and Exchange Commission (SEC) on 25 March issued additional disclosure guidance with respect to Covid-19 and related business and market disruptions. The guidance does not alter or amend applicable law or create any new or additional obligations but constitutes clear advice to companies to increase their level of transparency in this situation. We find this guidance truly useful also for all listed companies on Oslo Børs.
The SEC recognizes that that it may be “…difficult to assess or predict with precision the broad effects of COVID-19…”, and that “…the actual impact will depend on many factors beyond a company’s control and knowledge”. However, the SEC nevertheless encourages timely reporting and follows on with a reminder of companies’ obligations to its stakeholders:
“Nevertheless, the effects COVID-19 has had on a company, what management expects its future impact will be, how management is responding to evolving events, and how it is planning for COVID-19-related uncertainties can be material to investment and voting decisions. Companies should consider the need for COVID-19-related disclosures within the context of the federal securities laws and our principles-based disclosure system. The cornerstone of this system is disclosure of material information that is widely disseminated. It is only with this type of disclosure that all investors can make informed decisions.”
This is in line with Crux’ advice during these first weeks of the pandemic. Companies are -under their continuing obligations as listed companies –required to announce any material information that rational investors likely would use as part of their investment decision. Investors and analysts need to know how you are affected, what you are doing about it, how well you are equipped to deal with increased risks, and how you plan to move forward as a company. They know and understand that you don’t have all the answers about the future effects. Your views can nevertheless help them evaluate the impact on your strategic direction and long-term value creation.
When addressing your stakeholders these days, we believe leaders and IR professionals should take notice of three points inspired by Frank X. Shaw, Communications, Microsoft:
- Keep it simple. In this complex world, strive to keep things as clear and simple as possible. We can’t/won’t have the answer to every question, and that’s okay. We know that what we say today might be overturned by new events by tomorrow, and that’s okay as well. Sometimes this simplicity is best shown through empathy and emotion, not in facts alone.
- Repetition and consistency are critical. Consistency doesn’t mean just saying the same thing, it means saying the same things to all audiences. Managers need the same information and message as the company does, tuned for them, of course. What a company says internally in some cases needs to be shared externally.
- There is no playbook for this situation. We haven’t led through a pandemic before, none of us have. That doesn’t mean we need to throw out the tactics that have worked for us in the past, but we have to rapidly evolve them to the new needs we see in front of us.
Assessing and Disclosing the Evolving Impact of COVID-19
Assessing the evolving effects of COVID-19 and related risks will be a facts and circumstances analysis. Disclosure about these risks and effects, including how the company and management are responding to them, should be specific to a company’s situation. As companies assess COVID-19-related effects and consider their disclosure obligations, questions to consider with respect to their present and future operations include:
To assist the companies as they move into the financial reporting period, the SEC have made a checklist which we have included below. We strongly suggest you as IR professionals incorporate this in your preparations for the upcoming Q1 2020 reports.
- How has COVID-19 impacted your financial condition and results of operations
- In light of changing trends and the overall economic outlook, how do you expect COVID-19 to impact your future operating results and near-and-long-term financial condition
- Do you expect that COVID-19 will impact future operations differently than how it affected the current period
- How has COVID-19 impacted your capital and financial resources, including your overall liquidity position and outlook
- Has your cost of access to capital and funding sources, such as revolving credit facilities or other sources changed, or is it reasonably likely to change
- Have your sources of uses of cash otherwise been materially impacted
- Is there a material uncertainty about your ongoing ability to meet the covenants of your credit agreements
- If a material liquidity deficiency has been identified, what course of action has the company taken or proposed to take to remedy the deficiency
- Consider the requirement to disclose known trends and uncertainties as it relates to your ability to service your debt or other financial obligations, access the debt markets, including commercial paper or other short-term financing arrangements, maturity mismatches between borrowing sources and the assets funded by those aources, changes in terms requested by counterparties, changes in the valuation fo collateral, and counterparty or customer risk. Do you expect to disclose or incur any material COVID-19 related contingencies
- How do you expect COVID-19 to affect assets on your balance sheet and your ability to timely account for those assets
- For example, will there be significant changes in judgements in determining the fair-value of assets measured in accordance with U.S GAAP or IFRS
- Do you anticipate any material impairments (e.g., with respect to goodwill, intangible assets, long-lived assets, right of use assets, investment securities), increases in allowances for credit losses, restructuring charges, other expenses, or changes in accounting judgments that have had or are reasonably likely to have a material impact on your financial statements
- Have COVID-19-related circumstanses such as remote work arrangements adversely affected your ability to maintain operations, including financial reporting systems, internal control over financial reporting and disclosure controls and procedures
- If so, what changes in your controls have occured during the current period that materially affect or are reasonably likely to materially affect your internal control over financial reporting
- What challenges do you anticipate in your ability to maintain these systems and controls
- Have you experienced challenges in implementing your business continuity plans or do you foresee requiring material expenditures to do so
- Do you face any material resource constraints in implementing these plans
- Do you expect COVID-19 to materially affect the demand for your products or services
- Do you anticipate a material adverse impact of COVID-19 on your supply chain on the methods used to distribute your products or services
- Do you expect the anticipated impact of COVID-19 to materially change the relationship between costs and revenues
- Will your operations me materially impacted by any constrains or other impacts on your human capital resources and productivity
- Are travel restrictions and border closures expected to have a material impact on your ability to operate and achieve your business goals
New SEC disclosure guidance issued 25 March 2020: https://www.sec.gov/corpfin/coronavirus-covid-19
ESMA issues guidance on accounting implications of Covid-19: https://www.esma.europa.eu/press-news/esma-news/esma-issues-guidance-accounting-implications-covid-19
Koronaviruset: Informasjon om Finanstilsynets oppfølging: https://www.finanstilsynet.no/tema/koronaviruset-informasjon-om-finanstilsynets-oppfolging/