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A reporting entity that is an SEC registrant should consider the following unique reporting considerations:
  • Notification of a bankruptcy filing (see BLG 7.6.1)
  • Confirmation of a plan of reorganization (see BLG 7.6.2)
  • Pro forma financial information (see BLG 7.6.3)

7.6.1 Notification of a bankruptcy filing

When a reporting entity initiates a proceeding under the Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of a registrant or its parent, the reporting entity is required to file Form 8-K under Item 1.03 within four business days. The Form 8-K should include:
  • The name or other identification of the proceeding;
  • The identity of the court or governmental authority;
  • The date that the jurisdiction was assumed; and
  • The identity of the receiver, fiscal agent or similar, and the date of their appointment.
A reporting entity should include, as an exhibit to its Form 10-K or Form 10-Q, its plan of reorganization or liquidation if such plan becomes effective during the reporting period.

7.6.2 Confirmation of a plan of reorganization (bankruptcy)

A registrant is required to file Form 8-K under Item 1.03 within four business days of the approval of its plan of reorganization or liquidation by a court or governmental authority. The Form 8-K should disclose:
  • The identity of the court or governmental authority;
  • The date that the order confirming the plan was entered into by the court or governmental authority;
  • A summary of the material features of the plan and, pursuant to Item 9.01, a copy of the confirmed plan;
  • The number of shares or other units of the registrant or its parent issued and outstanding, the number reserved for future issuance in respect of claims and interests filed and allowed under the plan, and the aggregate total of such numbers; and
  • The assets and liabilities of the registrant or its parent as of the date that the order confirming the plan was entered, or a date as close thereto as practicable.

7.6.3 Pro forma financial information

A registrant may include pro forma financial information prepared in accordance with SEC Regulation S-X, Article 11, in an SEC registration statement, proxy statement, Form 8-K, or other document upon emergence from bankruptcy. The purpose of preparing the pro forma financial information is to provide users of the unaudited pro forma financial statements with material information and disclosure that give effect to the plan of reorganization and, if applicable, the application of fresh start reporting.
A registrant would follow Regulation S-X, Rule 11-02(a) which sets forth the general requirements for presentation of pro forma financial information including:
  • An introductory paragraph which briefly describes the information specified in Regulation S-X, Rule 11-02(a)(2)
  • Pro forma condensed balance sheet as of the end of the most recent period for which a consolidated balance sheet has been presented
  • Pro forma condensed statement of comprehensive income presented for the most recently completed fiscal year and subsequent interim period up to the most recent interim date for which a balance sheet is required
  • Explanatory footnotes
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