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Vanguard Mutual Fund Profile | Vanguard

All costs directly associated with producing revenues reflected ibvestir the statement, including, but not limited to all related costs unvestir sales and other selling, general and administrative, distribution, marketing, and research and development costs, must be included in the statement.

The registrant should describe any material factors which would cause the reported financial information not to be indicative of future operating results, such as a change in how the property will be used, an expected material modification to the property or a material change in property tax assessment.

By contrast, subsidiary guarantors that fully report under S-X a may discontinue filing financial statements if their reporting obligation is properly suspended. A newly-formed REIT having no significant operations may acquire operating properties immediately prior to filing an IPO, or may identify properties to be acquired upon closing the IPO.

GAAP should determine significance using amounts for both the acquired business and the registrant determined in accordance with U. The combined income or loss should be used to measure income test significance irrespective of whether any of the related businesses are under common control or management. In some circumstances, financial statements of the parent company were publicly available, but were not filed with the SEC and were not reconciled to U.

WKSIs should also not make offerings pursuant to registration statements that became effective during the grace period. GAAP requires parent-only financial statements as a supplement to the consolidated financial statements where material. A of Form F. Those rules call for financial statements of the acquiree and its predecessor sif applicable.


When an affiliate subsequently ceases to be significant, its financial statements are not required for any periods. When a registrant increases its investment in a company that is already reflected as a consolidated subsidiary in the audited financial statements of the registrant for a complete fiscal year, financial statements of the acquired investment are ordinarily not required.

An equity method investee that is a nonpublic entityas that term is defined in GAAP, need not include certain disclosures if specifically excluded from the scope of the related FASB standard.

Audited financial statements required to be filed to satisfy the requirements of SAB 80 should be for continuous periods, with no gap or overlap between pre-acquisition and post-acquisition audited periods. Securities Act registration statements and post-effective amendments should include audited financial statements reporting on the operations of the acquired business for a time span equal to the periods for which audited financial statements are required by S-X and pro forma financial information is required by S-X Article 11 at the effective date.

Excludes S-4 Target Companies.

In certain circumstances described in Section GAAP purchase price in this context means the “consideration transferred”, as that term is used in the applicable accounting standard. If a registrant chooses to use SAB 80 to measure significance of its acquired and likely to be acquired businesses for purposes of its initial registration statement, it must use SAB 80 for all such acquisitions.

In circumstances where the principal balance is being reduced over time, the tested significance of affiliates will tend to increase over time.

Acquisition is probable where registrant’s financial statements alone would not provide adequate financial information to make an investment decision.

In making this request, registrants should consider all facts and circumstances that provide an indication of the relative size of the acquired business. The staff’s analysis of whether an acquisition constitutes the acquisition of a business, rather than of assets, focuses primarily on whether the nature of the revenue producing activity previously associated with the acquired assets will remain generally the same after the acquisition.

The registrant is acquiring a business with a November 30, year end. It is the responsibility of management to determine what constitutes a fundamental change.


See the overview at Section 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. S-X indicates that related businesses should be treated as if they are a single business combination. Item 14 c 2 requires five years of selected financial data with respect to the properties that are the subject of the shareholder vote. If a registrant acquires a property subject to a triple net lease and there is a rental history, the registrant should apply S-X in situations where there is not a significant asset concentration.

Registration statements for “blind pool” offerings by real estate companies subject to Industry Guide 5 are required to include undertakings to:.

This computational note also applies if the registrant reported a loss, rather than income.

Financial Reporting Manual

Financial Reporting Manual Dec. S-X gInstruction 2 imvestir that financial statements of recently acquired subsidiary issuers and guarantors are not required in periodic reports investif the Exchange Act. Reconciliation requirements are described at Topic 6. 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 acquires 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.

Where the leasing history is less than three months, financial statements of the property are not required.

In this case, financial statements for any combination of three businesses that includes Business E or any combination of four businesses would meet inveestir requirement. Ibvestir disclosure must provide sufficient information about the third party to permit an investor to determine the ability of the third party to fund the credit enhancement. Favorable requests for relief from S-X often do not provide a sufficient basis for also granting relief from the disclosure required by S-X g.