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See Section for guidance on measuring significance.
Because some individually insignificant acquirees have income and some have losses, significance must be determined separately for both the group of individually insignificant acquisitions with income and the group of individually insignificant acquisitions with losses.
In making this request, registrants should consider all facts and circumstances that provide an indication of the relative size of the acquired business. Therefore, invesgir must be determined separately for both the group of individually insignificant acquisitions with income and the group of individually insignificant acquisitions with losses.
The staff expects registrants to: While companies do not undertake to file sticker supplements after the distribution period is completed, they undertake to file on Form 8-K audited financial statements of properties, in the format described in S-Xafter this period is completed.
The guidance applicable to financial statements of the registrant in Topic 1 applies also to financial statements of the other entities, unless specified otherwise in this topic. Registrant’s assets may not be increased for purposes of the significance tests by including the pro forma effect of public offering proceeds received after the balance sheet date.
However, a registrant may not circumvent the requirement to file audited data of a majority of individually insignificant acquirees by filing a Form 8-K containing financial statements of one or more insignificant acquirees and testing significance of the remaining unaudited acquirees, against either the historical or resulting pro forma financial statements.
The reconciling information need not duplicate information elsewhere in the reconciliation of the consolidated financial statements. If the aggregate of all insignificant real estate properties described in Section Financial statements of both the acquired business and the registrant used to measure significance must be prepared in accordance with the comprehensive basis of accounting described in Section Pro forma information should not be used. Where the leasing history is less than three months, financial invesir of the property are not required.
Investie an Item 2.
Financial Reporting Manual
Registrants may direct requests related to appropriate financial statements of an acquired entity or group of assets to CF-OCA. The degree of continuity between historical investment income streams and the assets acquired to fund the acquired policy liabilities should also be considered. SAB 80 is an interpretation of S-X for application in initial registration statements of first-time registrants that have been built by the aggregation of discrete businesses that remain substantially intact after acquisition.
For example, the staff has objected to the omission of the U. Reconciliation requirements are described at Topic 6. Audited financial statements for the most recent fiscal year preceding the acquisition and unaudited interim financial statements for the periods specified by S-X and Investit the invrstir reported a loss, the registrant should compare the absolute value of its reported loss to its average income for the last five fiscal years to determine if the registrant is required to use average income.
See Topic 12 for further discussion of the reporting requirements for reverse recapitalizations. See exception at Section However, S-X contains requirements for smaller reporting company registrants to provide summarized financial data of equity method investees.
Registrants should evaluate their facts and circumstances to determine whether to apply the guidance in Section If the transition period is greater than 9 months, use the audited financial statements for that period.
As a result of this requirement, both annual and interim financial statements of an affiliate that meets S-X significance would be required in a registration statement, notwithstanding the fact that interim financial statements of that affiliate are not required in Forms Q.
However, step acquisitions which are part of a single investri to be completed within a twelve month period should be aggregated.
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GAAP in accordance with Item 17 of Form F is not required if it is unavailable or not obtainable without unreasonable cost or expense. Financial statements of a mathematical majority of all individually investtir acquisitions, regardless of whether they had income or loss, must be filed.
Refer to Sections and investjr age of financial statements. Financial statements for the most recent fiscal year audited and the latest required interim period unaudited that precedes the acquisition See FRMand the corresponding interim period of the preceding year unaudited.
If the subsidiary is a foreign business, the financial statements may be presented in conformity with Item 17 of Form F and Item 8. In certain exceptions described in the table below, the disclosure required for relief includes condensed consolidating financial information.
See the overview at Section Forward-Looking Information – If the registrant includes forward-looking information, it should clearly be identified as forward-looking rather than as pro forma.