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Examples of when previously filed acquiree financial statements will not be deemed “substantially the same” pursuant to this instruction include:.

Financial Reporting Manual

Also, see related discussion in Section That Form 8-K included unaudited financial statements for the 3 months ended March If an acquisition would be significant under S-Xmanagement should consider whether the probability of consummation of the transaction would represent a fundamental change. Registrants would still need to present the statement of revenues and direct expenses for the periods indicated by S-X and S-Xas applicable. An appropriate conclusion that an acquisition was not individually significant at the acquisition date is not changed by the measurement of the aggregate significance of individually insignificant acquisitions.

If the registration statement is effective February 1,the registration statement would require audited financial statements of the registrant for the year ended December 31, and unaudited financial statements for the nine months ended September 30, In these arrangements, a lender participates in the expected residual profit and shares in the risk and rewards of the owner.

Upon written request, the staff will consider whether relief from the literal application of S-X is appropriate.

| Financial Reporting Manual

Registration statements for “blind pool” offerings by real estate companies subject to Industry Guide 5 are required to include undertakings to:. If the company has not completed its first fiscal year, use the most recent audited balance sheet filed with the SEC.

The denominator of the income test should be the historical pre-tax income or loss from continuing operations of the registrant for its most recently completed fiscal year prior to disposal.

In some cases involving IPOs, strict application of S-X or S-X can result in provision of financial statements that are clearly not significant. S-X rather than S-X is applicable to the acquisition of these types of businesses.

The objective of this process is to determine a surrogate for the annual historical income statement of the acquired business.

Notwithstanding the location of this requirement, the staff applies the S-X ivnestir for summarized investif information to both annual and interim financial statements. A registrant should consult with CF-OCA to the extent it believes S-X financial statements are more appropriate than S-X financial statements nivestir to the limited degree of operations other than leasing real estate.

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The registrant should not exclude its equity in the income or loss of the investee when determining investkr the registrant qualifies for income averaging under computational note 2 to S-X w. See further discussion at Section”SAB Similarly, a non-reporting target that would not meet the S-K 10 f requirements to be a smaller reporting company if it were an issuer may not apply the scaled reporting for a smaller reporting company in the Form S-4, but instead must comply with S-X reporting requirements applicable to entities that are not smaller reporting companies, even if the registrant is a smaller reporting company.

S-X applies only to guarantors see Section and does not apply to collateral situations, as the concepts of full, unconditional, and joint and several obligation do not apply to collateralizations.

Example Analysis – In a subsequent registration statement declared effective June 16,the following financial statements related to the same entities would be required for the most recent fiscal year and interim period:. However, those pro forma financial statements should be adjusted to eliminate:.

A flowchart to assist you is located at Section The registrant is acquiring a business with a November 30, year end. In order to achieve consistent application and fair treatment across all registrants and industries, the staff will not accept alternative significance tests.

If the transition period is greater than 9 months, use the audited financial statements for that period.

Registrants with questions about these and other types of customary circumstances in which S-X may be available notwithstanding the existence of arrangements that provide for the release of subsidiary guarantees should contact CF-OCC. S-X financial statements of the properties should be provided in lieu of S-X financial statements. GAAP should determine significance using amounts for both the acquired business and the registrant determined in accordance with U. Such equity in an investee’s pretax earnings or loss is not required to be shown or disclosed in the registrant’s financial statements, so the amount to be used as the numerator and denominator in the income test must be calculated.

The periods to be presented are determined by reference to Item 8.

Historically, in certain situations the structure and relationship between the investr partner and limited partnership resulted in the staff requesting under S-X a balance sheet of the general partner to be filed. The characteristics of these loans are found in Exhibit I to Practice Bulletin 1. Although the acquisition may be of major significance at lower thresholds due to factors specific investi the registrant, the staff presumes that the acquisition is of such major significance that investors need previously filed financial statements of the acquired company in a registration or proxy statement if:.

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Generally, a registrant measures significance using its pre-acquisition consolidated invesitr statements as of the end of the most recently completed audited fiscal year required to be filed with the SEC.

There are three computational notes to the income test included at S-X w. However, if the provisions of SAB 80 were used in an initial registration statement to obtain relief 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 infestir were used to evaluate significance under SAB 80 in the initial registration statement.

The staff may inveetir other financial statements as necessary for a fair presentation of the financial condition of any entity whose financial statements are either required or otherwise necessary for the protection of investors. See the related discussion about the effect of different fiscal year ends and inbestir quarter or less lags at Section Therefore, significance must be determined separately for both the group of individually insignificant acquisitions with income knvestir the group of individually insignificant acquisitions with losses.

Footnote 2 of SAB 80 states in part: GAAP financial statements for the latest fiscal year and interim information as recent as would have been filed on Form Q had the target company been subject to the Exchange Act, except that interim information need include only cumulative year-to-date interim information of the target for the latest and comparable interim periods.

If the foreign business is inveestir non-reporting company and its financial statements are prepared on the basis of a comprehensive body of accounting principles other than U.

Both the asset test and the investment test should be performed for each related business using the guidance provided in Section