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2030 Financial Statement Periods Required Under S-X 3-05 and S-X 8-04
us SEC - Financial Reporting Manual
2030.1 See the table below for general requirements. Below the table are exceptions to the general requirements relating to:
(Last updated: 7/1/2019)
- Omitting Acquiree Balance Sheet
- Form 10 and Smaller Reporting Company Registrant
- Initial Public Offerings — Using Pre-Acquisition and Post-Acquisition Audited Results
Does not exceed 20%
| No financial statements required.
| No financial statements required.
|
Exceeds 20% but not 40%
| Financial statements for the most recent fiscal year (audited) and the latest required interim period (unaudited) that precedes the acquisition (See FRM 2045), and the corresponding interim period of the preceding year (unaudited).
| Financial statements for the most recent fiscal year (audited) and the latest required interim period (unaudited) that precedes the acquisition (See FRM 2045), and the corresponding interim period of the preceding year (unaudited).
|
Exceeds 40% but not 50%
| Financial statements for the two most recent fiscal years (audited) and the latest required interim period (unaudited) that precedes the acquisition (See FRM 2045), and the corresponding interim period of the preceding year (unaudited).
| Financial statements for the two most recent fiscal years (audited) and the latest required interim period (unaudited) that precedes the acquisition (See FRM 2045), and the corresponding interim period of the preceding year (unaudited).
|
Exceeds 50%
| Financial statements for full three years (audited) and the latest required interim period (unaudited) that precedes the acquisition (See FRM 2045), and the corresponding interim period of the preceding year (unaudited).
Exception: Financial statements for the earliest of the three fiscal years may be omitted if net revenues of the acquired business in its most recent fiscal year are less than $100 million. See also exception for EGCs in Section 10220.5.
(Last updated: 10/30/2020) | Financial statements for the two most recent fiscal years (audited) and the latest required interim period (unaudited) that precedes the acquisition (See FRM 2045), and the corresponding interim period of the preceding year (unaudited).
|
2030.2 Omitting Acquiree Balance Sheet - Balance sheet of the acquired company is not required when the audited annual balance sheet of registrant is as of a date after consummation of the acquisition.
2030.3 [Reserved] (Last updated: 7/1/2019)
2030.4 Initial Registration Statements — Using Pre-Acquisition and Post - Acquisition Audited Results - Registrants filing initial registration statements may apply the period of time in which the operations of an acquired business are included in the audited statement of comprehensive income of the acquirer to reduce the number of periods for which pre-acquisition statements of comprehensive income are required. However, registrants applying such an approach can have no gap between the audited pre-acquisition and audited post-acquisition periods. For example, if an acquisition is consummated on April 15, 2007 and the acquiree's highest level of significance was 45%, S-X 3-05 would require the acquiree's audited annual financial statements to be filed for the two years ended December 31, 2006 (assuming both registrant and acquiree have calendar year-ends). In lieu of financial statements for those periods, the staff will accept audited financial statements of the acquiree for the year ended December 31, 2006 and the period from January 1, 2007 through April 14, 2007 provided that audited financial statements of the registrant for the year ended December 31, 2007 have been filed.
2030.5 Financial Statements in a Registration Statement of a Non-reporting Business Acquired, or to be Acquired, when One of the Combining Entities Meets the Smaller Reporting Company Criteria and the Other Does Not - If the registrant/acquirer is subject to S-X 3-05, the non-reporting business' financial statements must comply with S-X reporting requirements applicable to entities that are not smaller reporting companies. If the registrant/acquirer is subject to S-X Rule 8-04, the non-reporting business' financial statements may comply with scaled reporting requirements for a smaller reporting company. These are the same requirements for filing financial statements of an acquired non-reporting business in a Form 8-K (see Section 2200.2), except for reverse acquisitions. There are different requirements for filing financial statements of a non-reporting target in an S-4 registration statement (see Section 2200.2). (Last updated: 12/31/2011)
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