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2040 When to Present Financial Statements
us SEC - Financial Reporting Manual
2040.1 Financial statements of acquired businesses are required as follows:
Form
| Financial Statement Requirements
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Registration Statements and Proxies
| a) If less than or equal to 50% significant, financial statements of a recent or probable acquisition need not be included unless the registration statement (or post-effective amendment) is declared effective (or proxy statement is mailed) 75 days or more after the acquisition is consummated. Refer to Section 2015, ''Measuring Significance - Basics [S-X 1-02(w)],'' and Sections 2020 and 2025, ''Implementation Points'' for tests of significance. This rule does not apply to ''blank check'' issuers.
b) If significance exceeds 50%, financial statements of a recent or probable acquisition must be included in a registration statement (or post-effective amendment) at the effective date.
c) Major Significance - See Section 2040.2 for requirement to continue to present financial statements if acquisition is of major significance.
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Form 8-K
| a) Item 2.01, Form 8-K reporting the transaction is required within 4 business days of the consummation of any business acquisition exceeding 20% significance or for any asset purchase exceeding 10% significance that does not meet the definition of a business.
b) A registrant that was a shell company, other than a business combination related shell company (both as defined in Exchange Act Rule 12b-2 and Regulation C, Rule 405) immediately before it acquires a business, as defined in S-X 11-01(d), must file the acquired business financial statements and related S-X Article 11 pro forma information required by Item 9.01(c) of Form 8-K with the Item 2.01 Form 8-K reporting the acquisition. The 71 calendar day extension is not available.
c) If the required financial statements of the business acquired are not required to be provided with the initial report, they must be filed by amendment within 71 calendar days after the date that the initial report on Form 8-K must be filed.
NOTE: While an Item 2.01 Form 8-K is not required for business acquisitions at or below 20% significance, registrants may elect to report business acquisitions at or below 20% significance pursuant to Item 8.01 of Form 8-K even if financial information is not provided.
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2040.2 "Major Significance" and Previously Filed Acquiree Financial Statements Generally, previously filed financial statements of an acquired business need not be presented once the acquired operations are included in at least nine months of post-acquisition audited results unless the acquisition is of major significance [S-X 3-05(b)(4)(iii)]. Although the acquisition may be of major significance at lower thresholds due to factors specific to the registrant, the staff presumes that the acquisition is of such major significance that investors need previously filed financial statements of the acquired company in a registration or proxy statement if:
- the acquired business is included in audited results of the registrant for less than 21 months and its significance was equal to or greater than 70% and less than 80%; or
- the acquired business is included in audited results of the registrant for less than 33 months and was significant at the 80% or greater level.
If the acquired business is of major significance, the financial statements of the acquired business should continue to be presented in a registration or proxy statement for the number of periods prior to the acquisition such that the combination of pre- and post-acquisition periods presented cover the equivalent number of periods specified in S-X 3-02. [S-X 3-05(b)(4)(iii)]. The requirement to present the equivalent number of periods specified in S-X 3-02 does not mean that the audited periods presented must be continuous. Also, registrants should include the complete financial statements of the acquired business notwithstanding the reference to the statement of comprehensive income in the example provided in S-X 3-05(b)(4)(iii); however the balance sheets of the acquired business may be excluded by the registrant if the audited balance sheet of the registrant is as of a date after consummation of the acquisition.
This is a work of the U.S. Government
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