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See Section which describes how to measure aggregate significance for individually insignificant businesses. The pro forma effects of any other transaction should be excluded.

Pro Forma Condensed Income Statement Guidance – The pro forma condensed income statement should comply with the criteria at Section Generally, contingencies based on security prices do not change the recorded cost of the acquired company under SFAS or the cost of the business combination under IFRS 3 prior to the revision and therefore should be excluded from the investment test.

A of Form F. Unless an exception applies see Section Duplex recently built comprising 3 bedrooms, 2 bathrooms, common swimming pool, parking and close to the sea Ref.: Registrants continue to have the obligation under S-X to evaluate the individually insignificant acquisitions in the aggregate, including the insignificant target.

Refer to Section Latest Fiscal Year Need be audited only if practicable to do so. Second floor with 1 bedroom suite, 1 bathroom ensuite and 1 large terrace.

If a shell company acquires an operating entity in a transaction accounted for as the acquisition of the shell company by the operating entity i. Footnote 2 of SAB 80 states in part: In certain circumstances, registrants preparing an initial registration statement may consider applying SAB 80 instead of S-X or S-X Summarized annual financial data should not be labeled “unaudited.

In computing significance of any future property acquisition until the time the registrant files its Form K covering the year the IPO is consummated, the registrant can use the same base as was used in the initial registration statement. To determine which disclosures, if any, are required, a registrant must compute its proportionate share of the net assets of its consolidated subsidiaries and its proportionate share of the net assets of its unconsolidated subsidiaries as of the end of the investkr recent fiscal year which are restricted as to transfer to the parent company because the consent of a third party a lender, regulatory agency, foreign government, etc.

However, registrants applying such an approach can have no gap between the audited pre-acquisition and audited post-acquisition periods. As noted above, liabilities incurred to the former owners of the acquiree are included in the investment test, investid pre-acquisition liabilities of the acquired business that are assumed in the business combination are excluded from the investment test.


The condensed financial information presented should include a total for comprehensive income presented in either a single continuous statement or in two separate but inveshir statements. Registrants should consider significant asset concentrations when preparing a Securities Act registration statement, or an Exchange Act registration statement, annual report, or current report on Form 8-K filed in connection with a property acquisition.

Whether or not the transaction is accounted for at fair value, the investment test should be based on the fair value of the consideration given up or the consideration received, whichever is more reliably determinable.

Note that in a registration statement, updated audited financial statements of the acquired entity may be required before the 90th day, if either the acquired business is an accelerated filer or a large accelerated filer or the registrant does not meet the requirements under S-X c. Refer to Sections and regarding age of financial statements. No combination of three that excludes Business E would meet the requirement.

S-X b 4 and S-X c 4 were not intended to change the age of financial statements, simply the timing of filing them.

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.

However, the separate requirements of S-X may apply in other filings such as a Form 8-K or a subsequent registration statement. 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.

To determine whether an audit is practicable, consider the feasibility of completing the audit on a timely basis. In transactions in which more than two entities combine concurrent with an IPO, measure significance against the accounting acquirer regardless of whether or not the accounting acquirer is a Newco.

Financial Reporting Manual

There are different requirements for filing financial statements of a non-reporting target in an S-4 registration statement see Section This alternative measurement is investor available during the distribution period.

Financial statements for the two most recent fiscal years audited and the latest required interim period unaudited that precedes the acquisition See FRMand the corresponding interim period of the preceding year unaudited Exception: 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 Financial statements of Business E are not yet required to be filed because of S-X b 4 ; therefore in this fact pattern, it is possible to use a combination of more than three businesses that excludes Business E even though Business E is significant under the income test.


That is, non-guarantor subsidiaries that are more than minor prevent the use of the narrative approach, whether owned directly by the parent or indirectly through another subsidiary. Ordinarily, this will also be the case if pledged securities cease to be pledged as collateral after the end of the most recent reporting period, but before the corresponding annual report is due.

The business combination was consummated on October 1, and a Form 8-K reporting the acquisition was timely filed. See Section for guidance on measuring significance.

Interim financial statements of an affiliate that meets Ivnestir significance are required in both Act and Act registration statements, including Form 10, even though interim financial statements of an affiliate that meets S-X are not required in Form Q.

See Note 2 to Section A registrant files a Form 8-K on August 6 i.

| Financial Reporting Manual

For a non-corporate subsidiary, all interests must be owned by the parent company. This modern and recent 3 bedrooms apartment is located in a secured residence in Grand Bay with common pool Ref.: Form S-4 contained unaudited financial statements of the entity to be acquired for the nine months ended September See also exception for EGCs in Section 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.

The staff believes the requirement to provide interim financial statements of an affiliate that meets S-X significance also applies to a smaller reporting company notwithstanding the fact that S-XNote 4 only references S-X — Annual Financial Statements.

Although relief from obtaining an audit of financial statements may be available as described above, the registrant would still investkr required to include all financial statements specified by Item 17 of Form S-4 on an unaudited basis. A registrant that was a shell companyother than a business combination related shell company both as defined in Exchange Act Rule 12b-2 and Regulation C, Rule immediately before it imvestir a business, as defined in S-X dmust file the acquired business financial statements and related S-X Article 11 pro forma information required by Item 9.