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If the forward-looking information provided is not in the form of an S-X forecast, it should nonetheless disclose how revenues and operating efficiencies may vary given the assumptions underlying the forward-looking information as if the business had been acquired at the beginning of the periods 20655.

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Minimum disclosure for each significant investee, which may be aggregated with such minimum disclosure for other significant investees, must include: Consider the following example. S-X does not require separate interim financial statements. GAAP in accordance with Item 17 of Form F is not required if it is unavailable or not obtainable without unreasonable cost or expense.

If the most recent audited financial statements of the acquiree include only predecessor results, use the historical predecessor period income statement information as the numerator for calculating the income test. The 2 bedrooms apartment comprises 1 bathroom-Kitchen- Living-Dining and terrace Ref.: Securities Act registration statements and post-effective amendments should include audited financial statements reporting on the operations of the acquired business for a time span equal to the periods for which audited financial statements are required by S-X and pro forma financial information is required by S-X Article 11 at the effective date.

Iinvestir illustrate these requirements, if a registrant that files its financial statements in accordance with U. See by analogy S-X w 2. However, the separate requirements of S-X may apply in other filings such as a Form 8-K or a subsequent registration statement.

The reconciliation need only comply with Item 17 of Form F and is subject to the updating requirements under Item 8 of Form F.

S-X and S-X view guarantees and collateralizations as two separate disclosure matters. If related businesses have different fiscal year ends, a registrant should not conform the fiscal year-ends of the related businesses for purposes of the significance tests. The pre-acquisition financial statements for the most recently completed fiscal year used to measure significance should include measurement period adjustments for acquisitions completed within the most recently completed fiscal year when new information obtained about facts and circumstances that existed at the acquisition date for those acquisitions is known: S-X g applies only nivestir registration statements.


However, to ensure sufficient inclusion of constituent business financial statements in initial registration invesir, corresponding amendments were NOT made to SAB In making this request, registrants should consider all facts and circumstances that provide an indication of the relative size of the acquired business. 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.

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. The filing requirements in Item 2. See discussions at Section Acquisitions of a group of related subsidiary issuers or guarantors are aggregated for purposes of applying this test.

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. If a real estate company subject to the Item 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.

Illustrative, but not all-inclusive, examples of when historical financial statements of an acquired business may be required in a step acquisition include:.

S-X g and S-X provided presumptive disclosure thresholds for these circumstances. In identifying the financial statements required to be invdstir in the initial registration statement, the staff has allowed registrants to compute significance using a denominator equal to the total cost of the properties acquired immediately prior to filing an initial registration statement, properties to be acquired upon closing the IPO, and properties identified as probable future acquisitions.

If a registrant or acquiree has changed its fiscal year and the transition period See definition at Section For registration and proxy statements, the day rule in S-X b 4 does not apply to S-X financial statements.


In addition, the staff will not object if a registrant, when filing a subsequent Form K, does not recompute S-X and S-X g significance for periods investur than the one during which a retrospectively applied change in accounting principle occurred.

Qualification for such relief does not relieve the issuer of its responsibility to provide full and complete disclosure of: If after performing the required significance tests a registrant believes that the tests specify periods beyond those reasonably necessary to inform investors, the registrant may make a written request to CF-OCA to waive one or more years of financial statements.

However, see Section The 3 beds apartment 20065 a kitchen,living,dining,common pool and balcony Ref.: See Section for implementation points on measuring significance. SAB 80 only references initial public offerings, however the staff will not object to the application of SAB 80 by first-time registrants in knvestir initial registration statement not related to a public offering e.

If a change in the reporting entity or a reorganization will occur at or after effectiveness of an initial registration statement but no later than closing of the IPO, the staff will consider requests for relief to use the combined financial statement amounts as the denominator for purposes of significance calculations in determining other financial statement requirements for the filing e. 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.

Financial Reporting Manual

A registrant may continue to use this modified method of measuring significance until it files its first annual report inveetir the distribution period ends. In computing the registrant’s average income for the last five fiscal years, loss years should be assigned a value of zero in computing the numerator for this average, but the denominator should be “5”.

Consider the following examples. Measuring significance of a foreign business is discussed in Section