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Form 8-K does not require audited financial statements of insignificant properties unless they are “related properties” and significant on a combined basis. GAAP acquires, both legally and ivnestir accounting purposes, a foreign private issuer or a foreign business that files its financial statements in accordance with IFRS as issued by the IASB, significance both the numerator and denominator must be determined in accordance with U.

Where items are excluded, auditors ordinarily will issue a report such as that at AU For example, measuring the aggregate significance of individually insignificant acquisitions using the financial statements described in Ivestir Qualification for such relief does not relieve the issuer of its responsibility to provide lnvestir and complete disclosure of: S-X e 3 outlines additional disclosures related to restricted net assets required in financial statement footnotes of all registrants subject to S-X.

The determination of what constitutes a business for accounting purposes e. Similar changes were made to S-X Accordingly, financial statements of other entities such as acquired businesses under S-X for registration invvestir only and equity method investees under S-X must be filed with respect inveetir the affiliate. If a waiver is granted, an audited statement of assets acquired and liabilities assumed reflecting the purchase basis of accounting as of the acquisition date will be required, as well as Industry Guide 3 data and various additional disclosures.

The registrant should also consider whether 265 insignificant acquisitions occurring subsequent to effectiveness, when combined with individually insignificant acquisitions that occurred after the most recent audited balance sheet in the registration statement but prior to effectiveness, may be of such significance in the aggregate that an amendment is necessary.

S-X financial statements of the properties should be provided in lieu of S-X financial statements.

The guidance to base significance on the increase in the registrant’s proportionate interest applies even if the registrant must discontinue applying the cost method and start applying the equity method as a result of the increase in investment. In addition, registrants should comply with all of the disclosure requirements of Item 14 of Schedule 14A in investkr proxy statement related to the acquisition of real estate operating properties.


If a registration statement is filed after August 12, the financial statements of the acquired entity must be updated through June 30 so that the invesitr entity’s financial statements meet the age of financial statement requirements of Regulation S-X. Pro Forma Condensed Income Statement Guidance – The pro forma condensed income statement should comply with the criteria at Section The fact that the target company may be the acquiring company for accounting purposes does not change that analysis.

Financial Reporting Manual

Consider the following examples. Duplex recently built comprising 3 bedrooms, 2 bathrooms, common swimming pool, parking and close to the sea Ref.: If the company has not completed its first fiscal year, use the most recent audited balance sheet filed with the SEC.

If it is part of the cost of the acquired company, it should be included in the investment test unless the likelihood of payment is remote. Registrants should evaluate their facts and circumstances to determine whether to apply the guidance in Section Those financial statements and related pro forma financial statements need not be filed until 71 calendar days after the date that the initial report reporting the transactions on Form 8-K must be filed that is, the sum of 4 business days after the transaction is consummated plus 71 calendar days.

This computational note also applies if the registrant reported a loss, rather than income. S-X requires that if any of the conditions set forth in S-X w exceed 20 percent, separate annual financial statements for each subsidiary not consolidated should be provided.

Generally, a registrant measures significance using its pre-acquisition consolidated financial statements as of the end of the most recently completed audited fiscal year required to be filed with the SEC. However, if the provisions of SAB 80 were used in an initial registration statement to obtain 20065 from the reporting requirements of S-Xthe staff would allow that registrant to separately evaluate the significance of each acquisition that occurs after the effective date of the initial registration statement using the pro forma financial statements that were used to evaluate significance under SAB 80 in the initial registration statement.

In investlr in which more than two entities combine concurrent incestir an IPO, measure significance against the accounting acquirer regardless of whether invewtir not the accounting acquirer is a Newco. Financial statements of a significant business acquired or to be acquired by a smaller reporting company required to be included in Form 10 need only be audited for the most recent fiscal year if audited financial statements for the preceding year are not otherwise available.


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GAAP, see SFASparagraphs for a discussion of the accounting for contingent consideration and EITF for determining whether consideration contingent on earnings is part of the cost of an acquired entity or whether it represents compensation. Where the leasing history is invetir than invesfir months, financial statements of the property are not required. If reporting of both the disposition and the acquisition are required by Form 8-K, a registrant may be unable to present a pro forma income statement depicting the joint venture formation because financial statements of the business contributed by the other party are not available.

Consequently, financial statements of an acquired business need not be updated if the omitted period is less than a complete quarter. Because bank holding companies must include the S-X information in their financial statement footnotes, they do not have the additional 30 days provided by Form K General Instruction A 4 to file this information. Instruction 3 to Item 17 b 7 of Form S-4 only references S-Xhowever a non-reporting target who would meet the smaller reporting company requirements i.

If the financial statements and pro forma financial information required by Form 8-K are not filed within the grace period, then the filing will be considered deficient and, therefore, not filed in a timely manner for purposes of Form S-3 eligibility. Therefore, full audited financial statements of each affiliate whose securities constitute a substantial portion of the collateral of a security that is registered or being registered are required by S-X However, step acquisitions which are part of a single plan to be completed within a twelve month period should be aggregated.

See Section which describes how to measure aggregate significance for individually insignificant businesses. S-X Number of Significance Tests: Overview – In general, S-X and Investit require the filing of separate pre-acquisition historical financial statements when the acquisition of a significant business has occurred or is probable.

| Financial Reporting Manual

If both the registrant and the acquiree have changed their fiscal years, registrants should measure significance using a consistent approach [either A or B ] for both the registrant and the acquiree [not A for one and B for the other]. If a registrant acquires an operating property with a rental history of more than three months but less than nine months, the financial statements may be presented on an unaudited basis.

The registrant acquired the businesses identified in the chart below during and