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Financial Reporting Manual

Dec. 11, 2017

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TOPIC 1 - Registrant's Financial Statements

This topic describes the type and age of financial statements and schedules a registrant (or predecessor of the registrant) must include in registration and proxy statements and periodic reports.

1100FINANCIAL STATEMENTS AND SCHEDULES IN REGISTRATION AND PROXY STATEMENTS

(Last updated: 9/30/2008)

1110Audited Annual Financial Statements

1110.1General Requirements for a Domestic Registrant

(Last updated: 6/30/2013)

Required audited financial statements for a domestic registrant, other than an EGC, in registration or proxy statements. See Topic 10 for EGCs.

Statement Smaller Reporting Companies (1) Reg. S-X [8-02] Other Reporting Companies Reg. S-X [3-01, 3-02, 3-04] Notes
Balance Sheet 2 fiscal year-ends 2 fiscal year-ends
Income Statement (2) 2 years 3 years Can be presented in a single continuous statement with comprehensive income (see below).
Comprehensive Income 2 years 3 years Can be presented in a single continuous financial statement with the income statement or in two separate but consecutive financial statements. An entity reporting comprehensive income in a single continuous statement must present its components in two sections, net income and other comprehensive income [ASC 220-10-45-1 and 1A].
Changes in Stockholders’ Equity 2 years 3 years Can be presented in a note to the financial statements.
Cash Flow 2 years 3 years Presented for same periods as an income statement, as required by ASC 230-10-15-3.

NOTE to SECTION 1110.1

For public entities, the amendments in ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, and ASU 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 with early adoption permitted. The guidance must be applied retrospectively for all periods presented in the financial statements. (Last updated: 12/31/2011)

1110.2Exceptions and Special Cases

  1. Unaudited fiscal year-end data may be provided under certain circumstances. [SAB Topic 1C]
  2. An income statement may be omitted if income and expense through the balance sheet date are nominal, but an audited footnote should summarize any activity.
  3. A change in fiscal year requires transition period financial statements. Refer to Section 1360.

1120Unaudited Interim Period Financial Statements

(Last updated: 12/31/2011)

Required unaudited interim period financial statements [S-X Articles 3 and 10, or S-X 8-03 for Smaller Reporting Companies] for a domestic registrant to be presented in registration or proxy statements:

Statement Periods Required Notes
Balance Sheet As of interim date no more than 134 days (for non-accelerated filers, or 129 days for accelerated and large accelerated filers) before effectiveness or mailing. See Section 1340 for summary of accelerated filer rule.
Income Statement (3) For period from the latest fiscal year- end to the interim balance sheet date, and for the corresponding period in the prior fiscal year. Present in a format similar to that described for annual reporting in Section 1110.1.
Comprehensive Income Same as income statement. Present a total for comprehensive income in condensed financial statements of interim periods in a single continuous statement or in two consecutive statements.
Cash Flow Same as income statement. Same as income statement.
Changes in Stockholders’ Equity For period from the latest fiscal year- end to the interim balance sheet date. Can be presented in a note to the financial statements.

NOTE to SECTION 1120

For public entities, the amendments in ASU 2011-05, Comprehensive Income (Topic 220): Presentation of Comprehensive Income, and ASU 2011-12, Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05, are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011 with early adoption permitted. The guidance must be applied retrospectively for all periods presented in the financial statements. (Last updated: 12/31/2011)

1130Supplemental Schedules [Article 12]

1130.1General Requirements

Generally required for fiscal years or year-ends as specified by the applicable article of Regulation S-X. Registrants can file their Article 12 financial statement schedules by amendment within 30 days following the due date of their Form 10-K [General Instruction A.4 of Form 10-K]. (Last updated: 12/31/2010)

1130.2Exceptions

Not required

  1. for Smaller Reporting Companies.
  2. in proxy statements, except certain schedules are required for insurance and real estate companies. [Schedule 14A Item 13 Instruction 3]

1140Proxy Statements

1140.1Annual Meeting

An annual report to shareholders containing audited financial statements for the most recently completed year must accompany or precede a proxy statement relating to an annual meeting at which officers and directors will be elected.

1140.2Other Solicitations

Financial statements may be required where action is taken to authorize, issue, exchange or modify securities, including when the authorization or issuance is in connection with a business combination. However, financial statements are not required if they would not be material for the exercise of prudent judgment concerning the action. Financial statements usually are considered material to this exercise if the action is the authorization or issuance of a material amount of senior securities or the authorization or issuance of securities related to a business combination. [Instructions to Schedule 14A Item 13]

1140.3Business Combinations

(Last updated: 11/9/2016)

The requirement for acquirer and target financial statements in proxy statements depends on whose proxies are solicited and the nature of the consideration. See Section 10220.7 for the number of years of target financial statements to be presented when one of the entities is an EGC.

Solicited Shareholders Consideration Financial Statements
Acquirer only Cash only Financial statements of the target are required.
  • 3 years + interims if target is Other Reporting Company.
  • 2 years + interims if target is Smaller Reporting Company.
A non-reporting target may provide only 2 years + interims if it would otherwise meet the definition of a Smaller Reporting Company.

Financial statements of the acquirer are not required in the proxy statement unless they are material to an informed voting decision (e.g., acquirer financing is not assured) [Instruction 2(a) to Item 14 of Schedule 14A], since shareholders are presumed to have access to information about their company. This presumption is based on the acquirer being current with its 1934 Act reports. If otherwise, consult with CF-OCA.

Pro forma information is required if it is material to a voting decision.
Acquirer only Exempt securities only or a combination of exempt securities and cash Financial statements of the target are required.
  • 3 years + interims if target is Other Reporting Company.
  • 2 years + interims if target is Smaller Reporting Company.
A non-reporting target may provide only 2 years + interims if it would otherwise meet the definition of a Smaller Reporting Company.

Financial statements of the acquirer are not required in the proxy statement unless they are material to an informed voting decision [Instruction 3 to Item 14 of Schedule 14A], since security holders are presumed to have access to information about their company. This presumption is based on the acquirer being current with its 1934 Act reports. If otherwise, consult with CF-OCA.

Pro forma information is required if it is material to a voting decision.
Target only Cash only Financial statements of the target are not required in the proxy statement since security holders are presumed to have access to information about their company, unless it is a going private transaction. See Instruction 2(b) to Item 14 of Schedule 14A.

Financial statements of the acquirer are not required unless the information is material to an informed voting decision (e.g., acquirer financing is not assured). See Instruction 2(a) to Item 14 of Schedule 14A.
  • If acquirer financial statements are required, need only 2 most recent fiscal years and interim periods. The financial statement requirement of the acquirer applies to reporting and non-reporting companies.
No pro forma information is required.
Target only Exempt securities only or a combination of exempt securities and cash Financial statements of the target are not required in the proxy statement since security holders are presumed to have access to information about their company, unless it is a going private or a roll-up transaction. See Instruction 3 to Item 14 of Schedule 14A.

Financial statements of the acquirer are generally required. Need only 2 most recent fiscal years and interim periods. The financial statement requirement of the acquirer applies to reporting and non-reporting companies.

Pro forma information is required, if material.
Acquirer and target Cash only Financial statements of the target are required.
  • 3 years + interims if target is Other Reporting Company.
  • 2 years + interims if target is Smaller Reporting Company.
Financial statements of the acquirer are not required unless the information is material to an informed voting decision (e.g., acquirer financing is not assured). See Instruction 2(a) to Item 14 of Schedule 14A. If acquirer financial statements are required, only the 2 most recent fiscal years and interim periods need be provided.

Pro forma information is required if it is material to a voting decision by the acquirer’s shareholders.
Acquirer and target Exempt securities only or a combination of exempt securities and cash Financial statements of the target are required.
  • 3 years + interims if target is Other Reporting Company.
  • 2 years + interims if target is Smaller Reporting Company.
Financial statements of the acquirer are generally required. Only the 2 most recent fiscal years and interim periods need be provided.

Pro forma information is required, if material.

1140.4Consideration to be Issued Includes Registered Securities

If the consideration to be issued in the business combination includes registered securities, registrants must comply with the financial statement requirements of Form S-4 or Form F-4. See Topic 2.

1140.5Audit Requirement for Non-Reporting Target

In connection with proxy statements and registration statements on Form S-4/F-4, financial statements for the latest fiscal year must be audited if practicable. Financial statements for prior years need not be audited if they were not previously audited. The staff will assess the merits of a registrant’s assertion that an audit for the latest fiscal year is impracticable based on the particular facts and circumstances, including the specific actions taken by the registrant (acquirer) to obtain a timely audit of the target. For significant acquisitions, registrants will be obligated to file separate audited target financial statements in a Form 8-K. [Instruction 1 to Item 17.b.7 of Form S-4]

1140.6Disposal of a Business

(Last updated: 6/30/2012)

In proxy statements soliciting authorization for the disposal of a significant business (including spin-offs), the registrant (seller) should include its audited financial statements for each of the 2 most recent fiscal years plus unaudited interim periods. Unaudited financial statements of the business to be disposed should be included for the same periods; however, audited financial statements for each of the 2 most recent fiscal years of that business should be provided if they are available. The registrant should include its pro forma financial information giving effect to the disposal for the latest complete fiscal year and subsequent interim period; if the disposal qualifies as a discontinued operation, the pro forma operating information should be presented for each of the past 2 years and interim periods. If three years plus interim historical financial statements are presented, then for discontinued operations, the pro forma financial statements should include three years plus interim periods. See the Division of Corporation Finance’s July 2001 Interim Supplement to Publicly Available Telephone Interpretations, Section H6. If the registrant (seller) receives consideration for the disposal that includes unregistered securities of the acquirer, the acquirer’s audited financial statements may need to be provided for each of the 2 most recent fiscal years plus unaudited interim periods.

1140.7Reverse Acquisitions

The financial statement requirement of Item 14(c) of Schedule 14A follows the legal form of the transaction rather than the accounting form. For example, when a public shell company solicits authorization for the acquisition of a non-reporting operating company that will be accounted for as a recapitalization of the operating company, the “acquiring company” is the public shell and the “acquired company” is the operating company under Item 14(c). As such, the audit relief for non-reporting targets described above applies to the operating company. After consummation of the transaction, the registrant must file in a Form 8-K audited financial statements of the operating company, which will replace the shell’s historical financial statements (as predecessor of the registrant) in future filings. See Topic 12.

1140.8Application of S-X 3-06 to Target Financial Statements

(Last updated: 3/31/2009)

The provision of S-X 3-06(b) permitting the filing of financial statements covering a period of nine to twelve months to satisfy the one-year financial statement requirement for an acquired business does not apply to financial statements of target companies filed under Item 14(c)(2) of Schedule 14A.

NOTE: S-X 3-06 permits a registrant to file financial statements covering a period of nine to twelve months to satisfy a requirement for filing financial statements for a period of one year in the following circumstances:

  1. Change in fiscal year
  2. Financial statements of an acquired business pursuant to S-X 3-05
  3. Unusual circumstances, for which the registrant must request and receive an accommodation from CF-OCA.

Target company financial statements required to be provided in a proxy statement or Form S-4 are not provided pursuant to S-X 3-05. This is true even though the proxy statement and Form S-4 reference S-X 3-05 in some circumstances to determine the number of periods of target company financial statements to provide in the proxy statement or Form S-4. Because target company financial statements are not provided pursuant to S-X 3-05, the exception permitted in S-X 3-06(b) is not available for purposes of providing target company financial statements in a proxy statement or Form S-4. However, the exception in S-X 3-06(a) is available and companies may also make requests under S-X 3-06(c).

1150Bank Reorganizing under Newly-formed Holding Company

(Last updated: 9/30/2010)

1150.1S-4 General Instruction G

General Instruction G requires that the transaction being registered involves the organization of a bank or savings and loan holding company for the sole purpose of issuing common stock to acquire all of the common stock of the bank or savings institution that is organizing the holding company. Registrants marking the box on the cover of Form S-4 that are in compliance with General Instruction G to the Form cause the registration statement to become effective automatically 20 days after initial filing. Failure to check the box or to meet all of the conditions of General Instruction G means that the registration statement will not become effective automatically at the end of that period.

1150.2Financial Statement Requirements

Form Financial Statement Requirements
Form S-4 to register common stock in exchange for all of a bank’s common stock in a transaction which satisfies all of the criteria stipulated in SAB Topic 1F (4) Financial statements may be omitted from a Form S-4, if the bank separately furnished to its shareholders financial statements prepared in accordance with GAAP (that need not be audited) for at least the most recently completed fiscal year. Similarly, Guide 3 data may be omitted from the registration statement.
First Annual Report on Form 10-K Audited financial statements and Guide 3 data must be filed for at least the two most recent fiscal years.

1160Recently Organized Registrant

1160.1Generally

In a filing with an effective date before the registrant is capitalized on other than a nominal basis: Registrant financial statements may be omitted unless the registrant will acquire or otherwise succeed to a business for which financial statements are required to be included. If omitted, the prospectus should include a statement that the entity has not commenced operations and has no (or nominal) assets or liabilities. Contingent liabilities and commitments should be described in sufficient detail.
If the registrant is a “business combination related shell company”: Registrant financial statements may be omitted. Complete audited financial statements of the operating company (as predecessor of the registrant) must be provided.

Example: A company wants to change its state of incorporation in order to facilitate an IPO. To do that, a new corporation incorporated in Delaware (Newco) was formed and all of the shareholders of the company will exchange their equity ownership interests in the company for identical interests in Newco. Separate financial statements of Newco are not required in the registration statement.
If the registrant will succeed to a business in a transaction that is not a reorganization: Include the financial statements of both the acquired/predecessor business and the registrant in the filing.

1160.2Shell Company

A “shell” company is an entity other than an asset-backed issuer (See Topic 12) that has no or nominal operations and either:

  1. no or nominal assets,
  2. assets consisting solely of cash and cash equivalents, or
  3. assets consisting of any amount of cash and cash equivalents and nominal other assets. [Regulation C, Rule 405]

1160.3Business Combination Related Shell Company

A shell company that is:

  1. formed by an entity (that is not a shell company) solely for the purpose of changing the corporate domicile of that entity solely within the United States; or
  2. formed by an entity (that is not a shell company) solely for the purpose of completing a business combination transaction among one or more entities other than the shell company none of which is a shell company. [Regulation C, Rule 405]

1170Predecessor Financial Statements

(Last updated: 3/31/2010)

1170.1Predecessor Entity

The definition of "predecessor" in Regulation C, Rule 405 is very broad. For purposes of financial statements, designation of an acquired business as a predecessor is generally not required except where a registrant succeeds to substantially all of the business (or a separately identifiable line of business) of another entity (or group of entities) and the registrant's own operations before the succession appear insignificant relative to the operations assumed or acquired.

1170.2Financial Statement Dates and Periods

Financial information of a registrant’s predecessor is required for all periods before the succession, with no lapse in audited periods or omission of other information required about the registrant. Financial statements for the registrant and its predecessor should collectively be ‘as of’ all dates and ‘for’ all periods required by S-X Articles 3 and 10 (or Article 8 for SRC). Any interim period of the predecessor before its acquisition by the registrant should be audited when audited financial statements for the period after the acquisition are presented. Schedules required by S-X Article 12 are required for predecessor entities.

  1. After an acquisition, financial statements of the predecessor should be included in Forms 10-K and 10-Q for the required comparative periods before the acquisition, in addition to those of the registrant.
  2. After the acquisition of a business by a special-purpose acquisition company registrant (SPAC), the financial statements of the registrant for periods prior to the acquisition may not be required to be included in Forms 10-K and 10-Q once the financial statements include the period in which the acquisition or recapitalization was consummated. Generally, these financial statements would not be required in cases in which the registrant had only nominal income statement activity. (Last updated: 10/20/2014)
  3. S-X 3-01 and 8-02 do not specifically refer to balance sheets of predecessors. When only one registrant balance sheet would otherwise be included in the filing, a registrant, including a Smaller Reporting Company, must file an audited predecessor balance sheet as of the end of its last fiscal year. (Last updated: 6/30/2010)

1170.3Partial Year Financial Statements

When predecessor audited financial statements are provided for part of a fiscal year and successor audited financial statements are provided for the rest of the year, the predecessor is not required to provide comparative financial statements for the prior year partial period.

Example: A shell company formed on January 15, 2009 acquires an operating company, determined to be its predecessor, on June 25, 2009. The Newco subsequently files an IPO registration statement in the third quarter of 2010. The IPO registration statement must include audited financial statements of the predecessor for the two years ended December 31, 2008 and the period from January 1, 2009 to June 25, 2009. The Newco registrant must provide audited financial statements for the period from the inception date through December 31, 2009 (there were no operations from inception date to acquisition date) and unaudited interim financial statements for the periods ending June 30, 2009 and June 30, 2010. Financial statements of the predecessor for the period January 1, 2008 to June 25, 2008 are not required.

1180[Reserved]

(Last updated: 10/20/2014)

1190Supplemental and Restated Financial Statements Related to Post-Balance Sheet Events

(Last updated: 3/31/2009)

1190.1Receipt of Net Assets or Shares from Entity Under Common Control

If a receipt of net assets or shares from an entity under common control that will be accounted for similar to a pooling-of-interests has been consummated by a repeat issuer after the latest balance sheet date, and post-combination operating results have not been published, the issuer should normally not reflect the transaction in its financial statements. However, the issuer may elect to provide, and may be required to provide in connection with registration or proxy statements, supplemental audited combined financial statements giving effect to the transaction. Unusual situations can be discussed with CF-OCA.

1190.2Generally

See Topic 13 for guidance applicable to supplemental or restated financial statements as a result of post-balance sheet events.

1200AGE OF FINANCIAL STATEMENTS IN REGISTRATION OR PROXY STATEMENTS [S-X 8-08 FOR SMALLER REPORTING COMPANIES; S-X 3-12 FOR OTHER REPORTING COMPANIES]

(Last updated: 9/30/2008)

1210Staff Review

The staff may not make a review decision or commence a review of a filing unless the registrant’s financial statements comply with the rules for age of financial statements and audit at the date of filing.

1220Age Requirements

1220.1General Rule

(Last updated: 9/30/2011)

Latest balance sheet must be as of a date no more than 134 days for non-accelerated filers (or 129 days for accelerated and large accelerated filers) before the effective date of the registration statement (or date the proxy statement is mailed). See Section 1340 for summary of accelerated filer rule.

Example: A Form S-1 of a non-accelerated filer with an audited March 31st balance sheet (March year-end) cannot be declared effective after August 12th without updating.

1220.2Rule for Initial Filers

The balance sheet date in an initial registration statement must not be more than 134 days old, except that third quarter data is timely through the 45th day after the most recent fiscal year-end for all filers, and except that third quarter data is timely through the 90th day after the most recent fiscal year-end for a Smaller Reporting Company if the SRC expects to report income from continuing operations before taxes in the year just completed and has reported income from continuing operations before taxes in at least one of the two years previous to the year just completed. After the 45th or 90th day, as applicable, audited financial statements for that fiscal year must be included in the registration statement.

Example: A Form S-1 for a registrant with a calendar year-end with an interim balance sheet as of the end of the first quarter (March 31) cannot be declared effective after August 12th without updating to the end of the second quarter (June 30). A Form S-1 for a calendar year-end company other than a Smaller Reporting Company with an interim balance sheet as of September 30 cannot be declared effective after February 14th. (Last updated: 12/31/2010)

1220.3Year-End Rule for Reporting Companies

Reporting companies required to file under Exchange Act Section 13(a) or 15(d) do not need to update third quarter interim financial statements until the 90th day for non-accelerated filers (or 75th day for accelerated filers, and 60th day for large accelerated filers) (5) after their fiscal year-end, if they satisfy the three conditions of S-X 3-01(c) [S-X 8-08(b) for Smaller Reporting Companies]:

  1. filed all Exchange Act reports due,
  2. expect to report income attributable to the registrant in the year just completed, and
  3. reported income attributable to the registrant in at least one of the two previous years.

Unless all three conditions are met, if the staff accelerates the effective date of the registration statement after the 45th day following the fiscal year-end, it will request the company to include audited financial statements for the most recently completed fiscal year. This 45-day rule applies to both Smaller Reporting Companies and Other Reporting Companies.

With respect to condition (a) above:

A reporting company that has not filed its first Exchange Act report since an initial offering has not met condition (a).

With respect to conditions (b) and (c) above:

  1. For Smaller Reporting Companies, these conditions are based on income from continuing operations attributable to the registrant before taxes. It correlates to line item 13 in S-X 5-03(b) after adding back tax expense per line 11 and subtracting income attributable to the noncontrolling interest per line 19.
  2. For Other Reporting Companies, these conditions are based on income attributable to the registrant after taxes, but before extraordinary items and cumulative effect of a change in accounting principle. It is income after reported discontinued operations, and correlates to line item 15 in S-X 5-03(b) after subtracting income attributable to the noncontrolling interest per line 19.
    If the audited financial statements for the most recently completed fiscal year are available or become available before the effective date of the registration statement or the mailing date of a proxy statement, they must be included in the filing. Availability is determined on a facts and circumstances basis. Financial statements become available no later than when they are “issued” based on the staff guidance in Topic D-86, contained in Appendix D to the EITF Abstracts [ASC 855-10-S99-2]. (Last updated: 8/25/2015)

1220.4Newly Formed Registrant which does not have Predecessor Operations

For a registrant that was not in existence at the end of its most recently completed fiscal year, audited financial statements are required as of a date less than 135 days before the initial filing date of the registration statement. Subsequent updates to comply with the 135 day rule may be made on an unaudited basis, except that audited financial statements are required if the effective date of the registration statement is more than 45 days after the company’s fiscal year-end. [S-X 3-01(a)]

1220.5Accommodation Applicable to Interim Updating for Timely Filers

The staff may accelerate the effective date of a registration statement if:

  1. interim financial statements in the filing are at least as recent as the quarterly information that has been filed as required by the Exchange Act at the time of effectiveness, and
  2. the issuer has filed all of its Exchange Act reports in the last 12 months in a timely fashion.

However, the staff may ask the registrant to confirm that the quarterly report will be timely filed after effectiveness and that there have been no material trends, events or transactions that arose after the date of the latest balance sheet included in the filing that would materially affect an investor’s understanding of the registrant’s financial condition and results of operations. A description of these items in the next quarter ordinarily will not suffice.

1220.6Continuous and Shelf Offerings

When a prospectus is used more than nine months after the effective date of the registration statement, the audited financial statements contained in the prospectus must be as of a date not more than sixteen months prior to such use. [Securities Act Section 10(a)(3) and Regulation C, Rule 427] The updated financial statements must comply with the requirements of S-X 3-12 (S-X 8-08 for Smaller Reporting Companies). The registrant may update financial information via post-effective amendment or, if eligible, incorporation by reference; however, filing a post-effective amendment does not start a new nine-month period. The audited financial statements contained in a prospectus used after the effective date of such post-effective amendment must not be more than 16 months old. (Last updated: 6/30/2011)

1220.7Proxy Statements

When an issuer’s financial statements are included in proxy statements, the same guidance as for registration statements applies, except the date of mailing replaces the effective date.

Reporting and non-reporting domestic target companies must comply with the updating requirements of S-X 3-12, with non-reporting target companies following the requirements for non-accelerated filers. Reporting and non-reporting domestic target companies must update their third quarter interim financial statements to include its year-end financial statements during the intervening period between the 45th day after its year-end and the date its annual report on Form 10-K would be due based on the issuer’s (acquirer’s) obligation to update during that period.

Reporting and non-reporting foreign business target companies must comply with the updating requirements of Item 8.A of Form 20-F.

1220.8Form S-4/Proxy Statement

(Last updated: 3/31/2009)

Age of financial statements is based on the effective date of the Form S-4 and not the mailing of the proxy statement, unless mailing is delayed beyond the time necessary to prepare the material for mailing (generally no more than a few days after effectiveness of the S-4). Filings on Form F-4 by foreign private issuers are subject to an undertaking with respect to the age of financial statements that is not applicable to domestic registrants. See Section 6230.

1220.9Form 10

Age of financial statements is based on the effective date of the filing. See Section 1310.2 for discussion of automatic effectiveness.

1220.10Post-Effective Amendments Generally

Generally, post-effective amendments that amend the prospectus are considered new filings and, as a result, must include updated financial statements meeting the requirements of Regulation S-X at effectiveness of the amendment.

Amendment of a registration statement to provide an exhibit does not amend the prospectus.

1220.11Post-Effective Amendments Consolidating Sticker Supplements for Real Estate

Post-effective amendments that consolidate supplements are not considered new filings for purposes of updating the registrant’s financial statements if the duty to file a post-effective amendment is triggered solely by Undertaking 20.D. of Industry Guide 5. [Securities Act Release No. 6405]

1220.12Effect of Holiday or Weekend

If the last day of the period after which financial statements must be updated (for example, the 134th day after the first, second, or third quarter-end, or the 89th day following a fiscal year-end for a non-accelerated filer) falls on a Saturday, Sunday or holiday, the filing may be made on the next following business day without updating the financial statements [Regulation C, Rule 417].

1300PERIODIC REPORTING REQUIREMENTS (EXCHANGE ACT FILINGS)

(Last updated: 9/30/2008)

1310Companies Required to Report

1310.1Securities Act Registration

If a company has registered an offering of securities under the Securities Act, that company is required to file reports for periods ending after the date of the last balance sheet included in the registration statement. This duty may be suspended after the fiscal year in which the registration statement went effective in certain instances. [Exchange Act Section 15(d)]

1310.2Exchange Act Registration

  1. Registration and Reporting Requirement
    (Last updated: 3/17/2016)

    Exchange Act Section 12(g)

    Domestic companies are required to register a class of securities under Section 12(g) of the Exchange Act and file periodic reports if the company had total assets exceeding $10 million as of the last day of its prior fiscal year, and a class of equity security (other than an exempted security) held by:
    • for issuers other than banks, bank holding companies and savings and loan holding companies, either: (1) 2,000 or more record holders or (2) 500 or more record holders who are not accredited investors.
    • for banks, bank holding companies and savings and loan holding companies, 2,000 or more record holders.

    Exchange Act Section 12(b)

    Companies seeking to register a security for trading on a national securities exchange must register the class of securities under Section 12(b) of the Exchange Act.
  2. Registration Statement Forms

    A company already reporting under Section 13 or 15(d) may register a class of securities under Section 12 of the Exchange Act by filing a Form 8-A. In addition, the staff generally will not object if a non-reporting company conducting its IPO files a Form 8-A before the effective date of the Securities Act registration statement relating to the IPO. Other U.S. companies must register on Form 10 (foreign companies register on Form 20-F). A Form 8-A filed concurrently with a Securities Act registration statement becomes effective automatically on the latest of the filing of the Form 8-A, the effective date of the registration statement, or, if the securities will be listed on a U.S. Exchange, receipt by the SEC of certification from the Exchange.
  3. Registration Statement Effectiveness

    Registration statements filed under Section 12 of the Exchange Act are effective as follows (Last updated: 9/30/2010):
If Filed Under: Using Form: Registration Statement Effective:
Section 12(b) Form 10 or Form 20-F Automatically 30 days after the staff receives certification by the applicable exchange or earlier if acceleration is requested and granted.
Form 8-A filed in connection with a 1933 Act registration statement Automatically on the latest of:
  • the date the company files the Form 8-A
  • the date the staff receives certification from the exchange; or
  • the date the 1933 Act registration statement goes effective.
Form 8-A not filed in connection with a 1933 Act registration statement Automatically on the later of:
  • the date the company files the Form 8-A; or
  • the date the staff receives certification from the exchange.
If Filed Under: Using Form: Registration Statement Effective:
Section 12(g) Form 10 or Form 20-F Automatically 60 days after the company files the registration statement, or earlier if acceleration is requested and granted.
Form 8-A filed in connection with a 1933 Act registration statement Automatically on the later of:
  • the date the company files the Form 8-A; or
  • the date the 1933 Act registration statement goes effective;
however, in no event will the effective date of the Form 8-A be more than 60 days after the company files the Form 8-A.
Form 8-A not filed in connection with a 1933 Act registration statement Automatically on filing.

1320Financial Statements Required

1320.1Generally

(Last updated: 6/30/2013)

Form 10 (for registration under Section 12) Same as described at Sections 1110 and 1120 for non-EGCs and Section 10220.1d for EGCs.
Form 10-K (Annual Reports) Same as described at Section 1110 for non-EGCs and Section 10220.1e for EGCs.
Form 10-Q (Quarterly Reports)(6) Same as described at Section 1120 plus:
  • Balance sheet as of last fiscal year-end; and
  • Statements of income for most recent quarter alone, and prior comparable quarter alone (a statement of cash flows for these quarters is not required).

1320.2Inactive Registrants

  1. An inactive registrant is one that has gross receipts or expenditures not over $100,000; no purchases, sales or distributions of securities; and no material changes (no bankruptcy, reorganization, etc.). [S-X 3-11]
  2. Inactive registrants may provide unaudited annual financial statements in Form 10-K. [S-X 3-11]
  3. These annual financial statements do not need to be reviewed by an independent public accountant; however, interim financial statements filed on Form 10-Q by inactive registrants must be reviewed. [S-X 10-01(d), S-X 8-03]
  4. When an inactive registrant later becomes active, its unaudited annual financial statements may continue to be included in Form 10-K for those periods during which it met the criteria as an inactive registrant.

1320.3[Reserved]

(Last updated: 8/25/2015)

1320.4Delinquent Filers

(Last updated: 8/25/2015)

Generally, the Division of Corporation Finance will not issue comments asking a delinquent registrant to file separately all of its delinquent filings if the registrant files a comprehensive annual report on Form 10-K that includes all material information that would have been included in those filings.

The Division’s decision not to seek the filing of additional reports when a registrant files a comprehensive annual report does not absolve a registrant from any liability under the Exchange Act for failing to file all required reports and would not foreclose enforcement action for the registrant’s filing delinquencies. In addition, filing a comprehensive annual report does not result in the registrant being considered “current” for purposes of Regulation S, Rule 144, or Form S-8 registration statements. Also, the registrant would not be eligible to use Form S-3 until it establishes a sufficient history of making timely filings.

1320.5Mutual Life Insurance Companies and Certain Mining Companies in the Exploratory Stage

Exempt from Part I disclosures required by Form 10-Q [Exchange Act Rule 13a-13(b)].

1330Exchange Act Report Due Dates

1330.1Generally

Annual reports (Forms 10-K) 90 days after the fiscal year-end for non-accelerated filers.
75 days after the fiscal year-end for accelerated filers.
60 days after the fiscal year-end for large accelerated filers.
See Section 1340 for summary of accelerated filer rule.
Quarterly reports (Forms 10-Q) 45 days after the quarter-end for non-accelerated filers.
40 days after the quarter-end for accelerated and large accelerated filers.
See Section 1340 for summary of accelerated filer rule.
Other disclosures reportable under Form 8-K Generally 4 business days after the event, except for certain events as provided in the Form.

1330.2Weekends and Holidays

A periodic report otherwise due on a weekend or federal holiday is due the next business day (Exchange Act Rule 0-3).

1330.3Extensions

Automatic extensions of due dates for periodic reports are available (up to 5 calendar days for quarterly reports and 15 calendar days for annual reports) if all or any portion of the report cannot be filed timely without unreasonable effort or expense. A registrant must file Form 12b-25 no later than one day after the due date of the form for which relief is requested. No further extensions are available.

  1. Length

    The extension period begins to run the day the periodic report is due. For example, a Form 10-Q due on a Wednesday must be filed no later than the following Monday to be considered timely assuming the registrant files a Form 12b-25 by Thursday and no federal holidays are involved. The extension period under Rule 12b-25 would start to run on Wednesday, even though the Form 12b-25 may be filed as late as Thursday.
  2. Disclosure of Reasons

    The registrant must disclose in the Form 12b-25 the reason for its inability to file the report timely and, if applicable, that such reason could not be eliminated without unreasonable effort or expense. If the reason relates to the inability of a third party to furnish a required opinion, report or certification, an exhibit must be attached to the Form 12b-25 that includes a statement signed by that third party stating the specific reasons why it was unable to furnish the required opinion, report or certification on or before the due date of the report.
  3. Application to Transition Reports

    The extension period permitted under Rule 12b-25 applies to transition reports (for change in fiscal year-end).
  4. Exclusions

    The extension period permitted under Rule 12b-25 does not apply to any filing on Form 8-K, nor does it apply to an amendment to Form 10-K with respect to filing financial statements under S-X 3-09. See Topic 2 and the Division of Corporation Finance’s C&DIs for Exchange Act Rules, Question 135.01.
  5. Application Unrelated to Filer Size

    The extension period provided under Rule 12b-25 is the same for large accelerated, accelerated, and non-accelerated filers.

1330.4Form 10-Q After First Effective Registration Statement

After a registrant’s first registration statement is effective, a Form 10-Q for the quarter following the most recent period included in the registration statement is due the later of 45 days after the effective date or the date the Form 10-Q would otherwise be due. [Exchange Act Rules 13a-13 and 15d-13]

1330.5Form 10-K After Effectiveness of Initial Registration Statement

(Last updated: 11/9/2016)

If the effective date of an initial registration statement was within 45 days (90 days for a Smaller Reporting Company) after the fiscal year-end, but does not include the audited statements of the just recently completed year, the following reporting requirements apply:

If the registrant files a Form 8-A or Form 10 to register under Section 12(b) or 12(g) of the Exchange Act File an Annual Report on Form 10-K within 90 days after its fiscal year-end.
If the registrant is subject to the Exchange Act reporting requirements by virtue of Section 15(d) File a Special Report (7) on Form 10-K within 90 days of effectiveness containing audited statements for that year. A complete Annual Report on Form 10-K is not required until the following fiscal year. [Exchange Act Rule 15d-2]

1340Accelerated and Large Accelerated Filer Status: Entering, Exiting and Implications

1340.1Entering Accelerated Filer Status

An issuer becomes an accelerated filer if it meets all of the following criteria as assessed at the end of its fiscal year:

  1. It has been subject to the requirements of Section 13(a) or 15(d) of the Exchange Act for a period of at least 12 calendar months;
  2. It has filed at least one annual report under Section 13(a) or 15(d) of the Exchange Act;
  3. It is not eligible to apply the provisions for Smaller Reporting Companies for its annual and quarterly reports; and
  4. The aggregate worldwide market value of its voting and non-voting common equity held by non-affiliates (“public float”) was at least $75 million, but less than $700 million, as of the last business day of its most recently completed second fiscal quarter.

1340.2Entering Large Accelerated Filer Status

An issuer becomes a large accelerated filer if it meets all of the following criteria as assessed at the end of its fiscal year:

  1. It has been subject to the requirements of Section 13(a) or 15(d) of the Exchange Act for a period of at least 12 calendar months;
  2. It has filed at least one annual report under Section 13(a) or 15(d) of the Exchange Act;
  3. It is not eligible to apply the provisions for Smaller Reporting Companies for its annual and quarterly reports; and
  4. The aggregate worldwide market value of its voting and non-voting common equity held by non-affiliates (“public float”) was at least $700 million as of the last business day of its most recently completed second fiscal quarter.

1340.3Effect of Status Change on Periodic Filings

(Last updated: 9/30/2012)

As noted in Sections 1340.1 and 1340.2, the determination of filing status occurs at the end of the issuer’s fiscal year. Because the determination occurs at the end of the issuer’s fiscal year, the first periodic filing affected by a change in status will be the Form 10-K for the fiscal year in which the assessment is made. The Form 10-K is the first periodic filing affected even though the “public float” test is performed as of the last business day of the issuer’s most recently completed second quarter.

1340.4Exiting Status

The rules provide explicit conditions that allow an issuer to exit its accelerated, or large accelerated, filer status. These conditions relate solely to the level of public float as of the end of the issuer’s most recently completed second fiscal quarter. The determination as to whether an issuer exits the accelerated or large accelerated filer status is made at the end of the issuer’s fiscal year and will govern the deadlines for the annual report to be filed for that fiscal year, and the quarterly and annual reports to be filed subsequently (until the filing status changes). Once an issuer becomes an accelerated filer or large accelerated filer, as the case may be, it will maintain this status until:

  1. An accelerated filer with a public float that falls below $50 million as of the last business day of its most recently completed second fiscal quarter becomes a non-accelerated filer.
  2. A large accelerated filer with a public float that falls below $500 million, but not below $50 million, as of the last business day of its most recently completed second fiscal quarter becomes an accelerated filer. Also, a large accelerated filer whose public float falls below $50 million as of the last business day of its most recently completed second fiscal quarter becomes a non-accelerated filer.

NOTE to SECTION 1340.4

A registrant no longer qualifies as an EGC the day it becomes a large accelerated filer. See Topic 10 for more information. (Last Update: 6/30/2013)

1340.5Foreign Private Issuer Implications

The definitions of an accelerated filer and large accelerated filer do not exclude companies that qualify as foreign private issuers (FPIs) even though the deadlines for Forms 20-F and 40-F annual reports are not affected by accelerated filer or large accelerated filer status. However, a foreign private issuer electing to file on Forms 10-K and 10-Q is subject to the accelerated filer rules. A company that loses its ability to file on Form 20-F and must begin to file on Forms 10-K and 10-Q becomes subject to the accelerated filer rules, starting with its initial filing on Form 10-K or 10-Q.

1340.6Periodic Report Cover Page Implications

Cover pages to Forms 10-K, 10-Q, and 20-F include boxes that must be checked to indicate whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. The issuer also must disclose on the cover page to Form 10-K the amount of its public float as of the last business day of its most recently completed second quarter.

1340.7Transition Report Implications

The accelerated filer rules apply to transition reports (for change in year-end) filed on either Form 10-K or 10-Q. A non-accelerated filer, an accelerated filer, or a large accelerated filer, that changes year-end and files a transition report on Form 10-K or 10-Q must assess its accelerated filer status to determine whether its status has changed. A change in status could accelerate or decelerate the due date for that transition report (and subsequent periodic reports). For example, a non-accelerated filer could become an accelerated filer, or a large accelerated filer could become an accelerated filer. The filer must make this assessment regardless of the length of the transition period, and perform the public float test as of the last business day of what would have been the most recently completed second quarter if the close of the transition period were the end of a full fiscal year (i.e., six-month look back).

1340.8Current Report Implications

The accelerated filer rules do not affect Form 8-K filing deadlines.

1340.9Annual Report Disclosure Implications

Annual report disclosure obligations affected by non-accelerated, accelerated or large accelerated filer status:

  1. Unresolved staff comment - (Item 1B of Form 10-K; Item 4A of Form 20-F):

    A registrant that is an accelerated filer or a large accelerated filer, and has received written comments from the staff regarding its periodic or current reports at least 180 days before the end of its fiscal year to which the annual report relates, must disclose the substance of any unresolved comments that the registrant believes are material. The disclosure may include other information, such as the registrant’s position with respect to any such comment.
  2. Effectiveness of Internal Control over Financial Reporting Required by SOX Section 404 - (Item 9A of Form 10-K; Item 15 of Form 20-F; General Instruction B.6 of Form 40-F):

    Application of these disclosure requirements partly depends on the issuer’s accelerated filer status:
    • Management’s Report: Required to be filed in annual reports by all filers. See Section 4310 for information on Management’s Annual Report on Internal Control Over Financial Reporting.
    • Auditor’s Attestation: Required in annual reports of all accelerated filers (except those that qualify as an EGC) and large accelerated filers. See Section 4320 for information on Auditor’s Report on ICFR for non-EGCs and Section 10240 for information on EGCs. (Last updated: 6/30/2013)

NOTE to SECTION 1340.9

For newly public companies, a phase-in exception applies whereby management’s report and the auditor’s attestation (if a non-EGC accelerated filer or a large accelerated filer) are not required until the second annual report. For purposes of the phase-in, a Special Financial Report filed pursuant to Rule 15d-2 of the Exchange Act and a Transition Report on Form 10-K for a change in fiscal year are considered to be an “annual report.” See Section 4310.6 for more information on this exception. (Last updated: 6/30/2013)

1340.10Recap of Accelerated Filer Rule: Public Float Tests and Due Dates:

Category of Filer Float to Enter Status Float to Reduce Status 10-K Due 10-Q Due Interim F/S Updating
Non-Accelerated Filer < $75 million N/A 90 days after year-end 45 days after quarter-end 134 days after latest balance sheet filed
Accelerated Filer ≥ $75 million but < $700 million < $50 million becomes a non-accelerated filer 75 days after year-end 40 days after quarter-end 129 days after latest balance sheet filed
Large Accelerated Filer ≥ $700 million < $500 million but ≥ $50 million becomes an accelerated filer
< $50 million becomes a non-accelerated filer
60 days after year-end 40 days after quarter-end 129 days after latest balance sheet filed

1350[Reserved]

1360Changes in Fiscal Year - General

1360.1Transition Report Required

When a company changes its fiscal year, it is required to file a report covering the transition period. [Exchange Act Rule 13a-10, 15d-13 & FRC 102.05]

A transition period is the period between the closing of the registrant’s most recent fiscal year and the opening date of its newly selected fiscal year.

1360.2Exchange Act Reporting Requirements for Transition Period

If the transition period is: File a transition report:
6 months or more On Form 10-K within 90 days for non-accelerated filers (or 75 days for accelerated filers and 60 days for large accelerated filers) after the later of the election to change the fiscal year or the end of the transition period. The transition period financial statements must be audited. See Section 1340.7 for reassessment of accelerated filer status.
Less than 6 months On Form 10-K as above, or on Form 10-Q within 45 days for non-accelerated filers (or 40 days for accelerated and large accelerated filers) after the later of the election to change the fiscal year or the end of the transition period. The transition period may be unaudited in Form 10-Q, but the next Form 10-K must contain audited financial statements of the transition period. See Section 1340.7 for reassessment of accelerated filer status.
One month or less No separate transition report is required. However, if the registrant does not file a transition report on either Form 10-Q or 10-K, transition period financial statements must be included in the next periodic report filed on Form 10-Q. The transition period may be unaudited, but the next Form 10-K must contain audited financial statements of the transition period.

1365Changes in Fiscal Year - Implementation Guidance

1365.1Comparable Year Information

Transition reports must include prior year information comparable to the transition period. Comparable year information may be unaudited and may be provided on a condensed basis and in the footnotes to financial statements instead of separate statements. [FRR 35] All information responsive to the textual items of the reporting form (e.g., S-K 101, 103, and 303 for Form 10-K) must be provided in the transition report. [FRR 35]

1365.2Reg S-X Financial Statement Requirements

A transition report filed on Form 10-K must comply with the financial statement requirements of Regulation S-X, including audited statements of income, cash flows, and owners’ equity for each of the three most recent fiscal years (two most recent fiscal years for Smaller Reporting Companies) and audited balance sheets as of the end of each of the two most recent fiscal years. As provided under S-X 3-06, a transition period of nine to twelve months will satisfy the requirement for one fiscal year. For example, a company with a March 31 year-end decides on January 2, 2009 to change its year-end to December 31, 2008. The company must file a transition report on Form 10-K that includes audited statements of income, cash flows, and owners’ equity for the nine-month transition period ended December 31, 2008 and for each of the two years ended March 31, 2008, as well as audited balance sheets as of March 31, 2008 and December 31, 2008.

In contrast, a company with a June 30 year-end decides on January 2, 2009 to change its year-end to December 31, 2008. The company must file a transition report on Form 10-K that includes audited statements of income, cash flows, and owners’ equity for the six-month transition period ended December 31, 2008, and for each of the three years ended June 30, 2008. The company must also file audited balance sheets as of December 31, 2008, June 30, 2008 and June 30, 2007.

1365.3Maximum Audited Reporting Period

No audited reporting period, under any circumstances, may exceed 12 months for domestic issuers.

1365.4Securities Act Registration Statement

Even though an issuer complies with Exchange Act requirements following an election to change the fiscal year, Securities Act form provisions may require it to provide more current audited financial statements in a Securities Act registration statement. In other words, the requirement to file audited transition-period financial statements may be accelerated when a Securities Act registration statement is filed, with the requirement based on the former fiscal year-end. For example, a company with a September 30 year-end decides on January 2, 2009 to change its year-end to December 31, 2008, and files a transition report on Form 10-Q containing unaudited financial statements for the transition period from October 1, 2008 to December 31, 2008. Under the Exchange Act, audited transition-period financial statements would not need to be filed until the company files its December 31, 2009 Form 10-K. However, a registration statement declared effective after November 14, 2009 (based on the 45-day provision under S-X 3-01) must contain those audited transition-period financial statements.

1365.5Business Combinations and Change in Fiscal Year

A business combination accounted for as a reverse acquisition may result effectively in a change in fiscal year. See Topic 12.

1365.6Recasting Prior Period Financial Statements

An issuer is permitted, but not required, to recast its prior period financial statements in subsequent annual reports on Form 10-K or Form 20-F to conform with the issuer’s newly adopted fiscal year. [FRR 35, n84]

1365.7Change To or From 52-53 Week Fiscal Year

A change from a fiscal year ending as of the last day of the month to a 52-53 week fiscal year commencing within seven days of the month end (or vice-versa) is not deemed a change in fiscal year-end if the new fiscal year commences with the end of the old fiscal year. A transition report would not be required. [FRR 35, n26] (Last updated: 9/30/2010)

1370Combined Periodic Reporting

(Last updated: 12/31/2010)

1370.1Parent/Subsidiary

(Last updated: 6/30/2011)

The staff would not object to combined periodic reporting for parent and subsidiary registrants in cases where the parent owns substantially all of the stock of the subsidiary, there are no more than nominal differences between the financial statements of the parent and the subsidiary and the non-financial disclosures of the parent and subsidiary are substantially similar, if the following is included in the combined Forms 10-K and the combined Forms 10-Q, as applicable, in addition to the other non-financial disclosures required by the forms:

  1. Separate audit reports - materiality considerations should be assessed for each entity
  2. Separately reviewed interim financial statements for each entity;
  3. Separate reports on disclosure controls and procedures and internal control over financial reporting for each entity;
  4. Separate complete sets of financial statements, e.g. balance sheet, statement of operations, statement of comprehensive income, statement of cash flows, and statement of changes in stockholders equity, as applicable for each entity;
  5. Separate footnotes for areas that differ between the parent and the subsidiary, such as debt and capital structure, including redemption provisions; and
  6. Separate CEO/CFO Certifications for each entity.

With respect to other disclosure items required by the forms, any material differences between the parent and the subsidiary should be discussed separately.

1370.2Multiple Series Registrants

Multiple series registrants are formed as trusts or partnerships under state law, which establishes the registrant as a legal entity and as an issuer. For purposes of SEC reporting, the trust (or partnership) is the sole registrant, not the individual series. However, separate financial statements of each individual series must be provided because an investor invests in an individual series of the trust (partnership). The staff will accept the filing of one periodic report for the legal registrant/series, but certain separate reporting should be applied at both the legal registrant and the series level. Separately provide, prepare or evaluate as applicable the following for the legal registrant and for each series:

  1. Separate financial statements and audit reports - in preparing these reports materiality should also be assessed at the separate series level;
  2. Separately reviewed interim financial statements;
  3. Separate reports on disclosure controls and procedures and internal control over financial reporting; and
  4. Separate assessments of materiality for S-K and S-X purposes, including S-X 3-05, 3-09, and 4-08.

In addition, multiple series registrants should include in the “controls and procedures” disclosure of their periodic reports a statement that the CEO/CFO certifications are applicable to each of the series as well as to the trust (partnership).

See Section 2410.9 for more details regarding the S-X 3-09 significance calculations for multiple series registrants.

1400GENERAL CONSIDERATIONS (ALL FILINGS)

(Last updated: 9/30/2008)

1410Basis of Reporting

Regulation S-X and U.S. GAAP must be followed by domestic issuers. Financial statements not prepared in accordance with U.S. GAAP are presumed to be inaccurate or misleading. [S-X 4-01(a)(1)] However, the following situations should be noted:

1410.1Smaller Reporting Companies

Smaller Reporting Companies may choose to provide disclosures under S-X Article 8 rather than under other S-X Articles applicable to Non-Smaller Reporting Companies. The principal differences are that Article 8 does not have a requirement to file supplemental schedules, does not designate specific financial statement format, does not stipulate quantitative thresholds for many disclosures, and does not have a requirement to file separate financial statements of investees as would be required under S-X 3-09. However, the auditor reporting and independence requirements of S-X Article 2 and the full cost oil and gas disclosures required by S-X 4-10 apply to Smaller Reporting Companies. With regard to pro forma financial information, Smaller Reporting Companies should comply with the requirements of S-X 8-05, but may wish to consider the guidance in S-X Article 11.

1410.2Annual Report to Shareholders

The annual report does not need to include the separate financial statements of other entities, pro forma data, or schedules required by Articles 3, 8, 11 and 12 of Regulation S-X, or predecessor audit reports. [Rule 14a-3(b)(1)]

1410.3Royalty Trusts

May report on a different basis pursuant to SAB Topic 12E.

1410.4Mutual Life Insurance Companies

May present financial statements on statutory basis [S-X 7-02], which cannot be characterized as being in conformity with GAAP. CF-OCA should be consulted on filings containing such financial statements. A mutual insurance company converting to stock form must follow GAAP for stock companies for all periods presented.

1410.5Emerging Growth Companies

An EGC is not required to comply with new or revised financial accounting standards until a company that is not an issuer (as defined under section 2(a) of the Sarbanes-Oxley Act of 2002) is required to comply with such standards, if such standards apply to companies that are not issuers. An EGC that chooses not to take advantage of the extended transition provision must make such choice at the time the company is first required to file a registration statement, periodic report or other report, and must notify the Commission of such choice. Note that the decision to forego the extended transition period is irrevocable. See Topic 10 for additional information. (Last updated: 6/30/2013)

1420[Reserved]

1430Guaranteed Securities

A guarantee of a security is a security, and the guarantor of a registered security is subject to the reporting and registration requirements applicable to other issuers. Relief from separate reporting and financial statement requirements is available for guarantors in certain circumstances. See Section 2500.

1440Fiscal Years Differing by 93 Days or Less

Consolidation of a parent and subsidiaries with year-end differences not exceeding 93 days is permissible (accompanied by disclosure of the different closing date and its justification). However, intervening events that materially affect financial position or operating results should be disclosed. [ARB 51 / ASC 810-10-45-12] Where fiscal years differ by more than 93 days, statements of the subsidiary should be adjusted to a period that more nearly corresponds with the fiscal period of the parent. [S-X 3A-02.b.1]

1450Fiscal Year Presentation

(Last updated: 3/31/2009)

1450.1Fiscal Year-End

Fiscal year-end is presumed to be calendar year-end if no closing date has been adopted. [S-X 1-02(k)]

1450.2Ordering of Fiscal Year Data

Consistent chronological order generally should be followed in presentation of financial data throughout the filing to avoid confusion. [SAB Topic 11E]

1450.3Length of Fiscal Year

Fiscal years may not exceed 12 months. Under S-X 3-06, nine to twelve months of audited financial statements will meet the requirement for one year of audited financial statements:

  1. when a registrant has changed its fiscal year (see Section 1365.2), or
  2. for financial statements of an acquired business required under S-X 3-05.

1450.4Unusual Circumstances

  1. S-X 3-06(b) and Target Company Financials Filed under Item 14(c)(2) of Schedule 14A

    The provision of S-X 3-06(b) permitting the filing of financial statements covering a period of nine to twelve months to satisfy the one-year financial statement requirement for an acquired business does not apply to financial statements of target companies filed under Item 14(c)(2) of Schedule 14A. Unusual situations can be discussed with CF-OCA. See further discussion at Section 1140.8.
  2. S-X 3-06(c)

    A registrant cannot substitute nine months of results in satisfaction of a requirement for one year in other circumstances without prior consultation with CF-OCA.

1500INTERIM PERIOD REPORTING CONSIDERATIONS (ALL FILINGS)

(Last updated: 6/30/2010)

Interim Period Financial Statement Disclosures upon Adoption of a New Accounting Standard

S-X Article 10 requires disclosures about material matters that were not disclosed in the most recent annual financial statements. Accordingly, when a registrant adopts a new accounting standard in an interim period, the registrant is expected to provide both the annual and the interim period financial statement disclosures prescribed by the new accounting standard, to the extent not duplicative. These disclosures should be included in each quarterly report in the year of adoption.

1600SELECTED FINANCIAL DATA (ALL FILINGS)

(Last updated: 9/30/2010)

1610 [Reserved]

(Last updated: 7/1/2019)

1620Selected Quarterly Financial Data Not Required

1620.1Initial Public Offerings

A company is not required to furnish selected quarterly financial data pursuant to S-K 302(a) in its initial registration statement under the Securities Act if it does not have any securities registered under Section 12(b) or 12(g) of the Exchange Act. A company that has securities registered under the Exchange Act must comply with S-K 302(a) in any Securities Act or Exchange Act document that calls for that disclosure unless it is a Smaller Reporting Company. A Smaller Reporting Company is not subject to S-K 302(a).

1620.2Form S-4 for a Private Target Company

Selected quarterly financial data is not required to be furnished in a Form S-4 for a private target company that is being acquired by a registrant. Since the private company does not have any securities registered under Section 12(b) or 12(g) of the Exchange Act, it is not subject to the disclosure requirements of S-K 302(a).

NOTE to SECTION 1620

The exclusion from the requirement to furnish selected quarterly financial data noted in this section also applies to Exchange Act initial registration statements, as well as proxy materials filed under Item 14(c)(2) of Schedule 14A. (Last updated: 12/31/2010)


[1] See Topic 5 for eligibility criteria of Smaller Reporting Companies.

[2] Requirements to present an income statement shall be interpreted to mean the statement of comprehensive income, presented in one of the two formats discussed in the comprehensive income box.

[3] Requirements to present an income statement shall be interpreted to mean the statement of comprehensive income, presented in one of the two formats discussed in the comprehensive income box.

[4] Generally, a reorganization with no changes in relative interests, no leverage, and no new classes of stock.

[5] See Section 1340 for summary of accelerated filer rule.

[6] Financial statements may be condensed and must be reviewed by an independent accountant before filing as described in S-X Article 10 [S-X 8-03 for Smaller Reporting Companies].

[7] This Special Report does not need to include MD&A or other narrative disclosures ordinarily required in a Form 10-K, but registrants are encouraged to provide that information. Even if omitted from a special report, MD&A and other omitted information would need to be included in any subsequent registration or proxy statement.

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