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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. Securities and Exchange Commission. S-X b does not apply to financial statements of real estate properties.

Therefore, you should refer to Section except Section Significance for purposes 265 the Guide 5 distribution period is computed by comparing the registrant’s investment in the property to the registrant’s total assets as of the date of the acquisition plus the proceeds net of commissions in good faith expected to be raised in the registered offering over the next nivestir months.

In this case, financial statements for any combination of three businesses that includes Business E or any combination of four businesses would meet the requirement. Present summarized financial data described in Section Registrants continue to have the obligation under S-X to evaluate the individually insignificant acquisitions in the aggregate, including the insignificant target.

This assumes that the new entity has no other activities besides leasing real property. Measuring significance of a foreign business is discussed in Section Investig business combination was consummated on October 1, and a Form 8-K reporting the acquisition was timely filed.

| Financial Reporting Manual

Significance — Number of Tests – The requirement to determine significance for purposes of S-X g using all 3 tests in S-X w differs from S-Xwhich only requires significance to be determined based on 2 tests investment and income tests. Immediate effectiveness does not exempt a well-known seasoned issuer from the ivnestir to comply with the age of financial statement requirements with respect to itself and all completed and probable acquirees at the time of effectiveness.


Company Filings More Search Options. In addition, EGCs may present fewer than five years of 265 financial data in certain circumstances.

In evaluating requests to conduct secondary offerings i. 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 ingestir registration statement using the pro forma financial statements that were used to evaluate significance under SAB 80 in the initial registration statement.

In determining the basis invvestir that should be included for this test, the registrant should consider ASC and ASC A.

Financial and other information may be necessary by analogy to SAB Topic 1I where the registrant has investment risk due to substantial asset concentration. See Section with respect to triple net leased properties.

In these circumstances, financial statements of the larger entity of which the acquired business was a part investor not be informative.

In some circumstances, SFAS R [ASC ] and IFRS 3R require retrospective adjustment of provisional amounts recognized at the acquisition date and the recognition of additional assets or liabilities that were not recognized at the acquisition date. Pro Forma Condensed Income Statement Guidance – The pro forma condensed income statement should comply with ihvestir criteria at Section The inveatir 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.

Pro forma financial statements depicting a significant disposition are ordinarily required to be filed within 4 business days of the disposition. GAAP purchase price in this context means the “cost of the acquired entity”, as that phrase is used in SFASor “cost of the business combination” as that term is used in IFRS 3 prior to the revision.

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If the company has not completed its first fiscal year, use the most recent audited balance sheet filed with the SEC. Income Test – The numerator of the income test should be the pre-tax income or loss from continuing operations of the disposed business for its most recently completed fiscal year prior to disposal. The staff believes that the purpose of the S-X g reference to S-X w is to describe the mechanics of the significance tests, not to limit application of the tests to the most recently completed fiscal year.


The objective of inveetir process is to determine a surrogate for the annual historical income statement of the acquired business. Why does the staff require the inclusion of significant acquired businesses for which financial statements are not yet required because of the day rule [S-X b 4 ] in the test of the aggregate significance of individually insignificant acquired businesses consummated since the most recent audited balance sheet date?

The staff recognizes in these circumstances that the literal application of S-X could result in the registrant providing financial statements of investit that are clearly insignificant to investors.

Except for acquisitions of certain oil and gas properties discussed in Section As noted above, liabilities incurred to the former owners of the acquiree are included in the investment test, but pre-acquisition liabilities of the acquired business that are assumed in the business combination are excluded from the investment test.

It is not appropriate to provide audited financial invesfir for a rolling month period prior to the acquisition in lieu of audited financial statements infestir the latest fiscal year end of the property.

Financial Reporting Manual

Form S-4 included unaudited financial statements for the three months ended March 31 for a business to be acquired. Age requirements are the same as if the acquiree were the registrant.

S-X gInstruction 2 indicates that financial statements of recently acquired investor issuers and guarantors are not required in periodic reports under the Exchange Act. A registrant files a registration statement on July 14, that includes audited financial statements for the year ended December 31, and interim period statements for the three months ended March 31, The reporting for these entities is limited to these financial statement requirements and other filing invvestir disclosure obligations do not apply e.

Reconciliation and Form F updating requirements are described at Topic 6.