capitalization table sec rules for investment

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Capitalization table sec rules for investment my fx forex caltulator

Capitalization table sec rules for investment

Personal Finance. Your Practice. Popular Courses. Financial Analysis How to Value a Company. What Is a Capitalization Table? Key Takeaways A capitalization table is a table showing the equity ownership capitalization for a company. The capitalization table is essential for financial decisions involving equity ownership, market capitalization, and market value. Capitalization tables help private companies maintain the calculation of their market value. In the private market, they are also important for shareholder reporting and new capital issuance marketing.

Compare Accounts. The offers that appear in this table are from partnerships from which Investopedia receives compensation. Related Terms Equity Equity typically refers to shareholders' equity, which represents the residual value to shareholders after debts and liabilities have been settled.

Security A security is a fungible, negotiable financial instrument that represents some type of financial value, usually in the form of a stock, bond, or option. Equity Compensation Equity compensation is non-cash pay that is offered to employees, including options, restricted stock, and performance shares.

Partner Links. Related Articles. Financial Analysis What Is Finance? Investopedia is part of the Dotdash publishing family. GAAP and U. Generally, foreign private issuers are permitted to deregister when trading volume in the U.

Refer to Exchange Act Rule 12h However, a foreign-domiciled registrant that does not meet the foreign private issuer definition must file on K and is required to comply with S-K GAAP financial statements in their initial registration statement. General Rule - Interim financial statements are required in a registration statement if the effective date of the registration statement is more than nine months after the end of the last audited financial year.

In this circumstance the registration statement should contain consolidated interim financial statements, which may be unaudited in which case that fact should be stated , covering at least the first six months of the financial year. See exceptions to this general rule in Section Audited financial statements for the most recently completed fiscal year must be included in registration statements declared effective three months or more after fiscal year-end.

Under the rule, a registration statement of a foreign private issuer may become effective with audited financial statements as old as 15 months, with the most recent interim statements as old as nine months. If interim statements are required, they must cover a period of at least six months. The age of financial statement requirements under Item 8 of Form F applies when Form F is used as a registration statement. However, this rule applies only where the registrant is not public in any jurisdiction.

The registrant may comply with the month requirement if the registrant is able to represent adequately that compliance with the month requirement is not required in any other jurisdiction and it is impracticable or involves undue hardship. The representation must be filed as an exhibit to the registration statement. A of Form F at the start of a delayed offering or throughout a continuous offering under Regulation C, Rule For these types of offerings, Item 8.

Takedowns from existing shelf registration statements may not be commenced, and continuous offerings must be suspended, during periods when the financial statements are not current. This means, for example, that the financial statements must remain current throughout the entire time that an exchange offer is outstanding. It also means that the financial statements must remain current in a merger or acquisition transaction until shareholder approval has occurred.

However, this provision does not apply to a registration statement for a typical firm commitment underwritten offering priced under Regulation C, Rule A or for listing on an exchange. However, the staff may consider requests for relief in circumstances where this would result in the need to provide financial statements of other entities more current than those that would be provided by a similarly-situated domestic registrant.

Later of four months after either the end of the transition period or the date the issuer elected to change its fiscal year-end. Later of 3 months after either the end of the transition period or the date the issuer elected to change its fiscal year-end. Issuers that receive an accommodation are required to provide complete unaudited financial statements with all of the applicable i.

A foreign private issuer's most recently audited financial statements cannot exceed the age specified by Item 8 of Form F generally 15 months at the registration statement's date of effectiveness. Item 3. B of Form F literally requires a capitalization table prepared as of a date within 60 days of the effectiveness of a registration statement.

However, Item 8 permits the most recent balance sheet from which a capitalization table is ordinarily derived to be as much as 9 months old. As written, the Item 3. B age requirement for the capitalization table would be considerably more stringent than the day window customarily used by U. The staff will not object if a foreign private issuer presents its capitalization table as of the same date as the most recent balance sheet required in its registration statement.

The foreign private issuer may state, and the auditor may opine on, compliance with both IFRS as issued by the IASB and home-country accounting standards e. GAAP reconciliation. In addition, foreign issuers that are not foreign private issuers or domestic subsidiary issuers of foreign companies must continue to provide the U.

Consistent with IAS 1 and IAS 8, the registrant must provide full and transparent disclosure about the accounting policies selected and the effects of those policies on the IFRS financial statements. GAAP e. Note that SABs related to filing requirements and auditing continue to apply. However, foreign private issuers must comply with all other applicable S-X requirements including, but not limited to, the applicable Article 12 schedule requirements and the Article 3 requirements of financial statements of other entities.

See Release No. In a foreign private issuer's first year of reporting in IFRS, the registrant may file two years rather than three years of statements of profit or loss and other comprehensive income, changes in shareholders equity and cash flows prepared in accordance with IFRS as issued by the IASB, with appropriate related disclosure. Because the most recent annual and interim periods may not be comparable, financial statements in transitional registration statements for first-time adopters may be prepared under one of three options:.

GAAP reconciliation is not required if all other conditions for eligibility have been met see Section GAAP available. First-time adopters should clearly set forth their proposed approach when consulting the staff. While not considered inclusive of all acceptable alternatives, the following are examples of approaches that could provide an appropriate level of information to achieve a bridge between these annual and interim periods.

If they determine that U. GAAP information. In this instance, the staff believes an additional reconciliation from U. This reconciliation could be presented directly from U. The reconciliation would be presented in a level of detail consistent with Item 17 of Form F. Alternatively, the reconciliation could be presented in the notes to the audited financial statements as part of a two-step reconciliation that includes the IFRS 1 reconciliation — from U.

However, since the historical SEC filings have presented only U. GAAP information, bridging disclosures in the form of reconciliation from U. This bridging can best be presented by providing a reconciliation directly from U. GAAP to IFRS as issued by the IASB in a note to the audited financial statements, or if impracticable, in an audited financial statement schedule, for the comparative balance sheet date and comparative income statement periods preceding the most recent fiscal year.

Generally, this reconciliation would be presented in a level of detail consistent with Item 17 of Form F and included as part of the audited financial statements. GAAP, regardless of significance. This means that the amounts used in the tests for the acquiree or investee the numerator must be based on the same basis of accounting as that of the issuer. For example, if the issuer presents its financial statements in home-country GAAP with reconciliation to U. GAAP, then the amounts for the acquiree or investee in the numerator of the tests must be based on U.

In some cases, amounts from the acquiree's or investee's historical financial statements will need to be converted to the issuer's basis of accounting. The following table illustrates the basis of accounting on which the tests are based under typical scenarios.

GAAP Required? By contrast, the basis of accounting permitted or required in the acquiree's or investee's historical financial statements is based on whether that entity meets the definition of a foreign business. A foreign business may present its financial statements using the requirements applicable to a foreign private issuer.

The following table illustrates whether an acquiree or investee must reconcile its financial statements to U. GAAP under typical scenarios. Amounts from the acquiree's or investee's historical financial statements presented in accordance with home-country GAAP or U.

This may be true even if the acquiree's or investee's historical financial statements are not required to be reconciled to U. The following table illustrates the basis of accounting on which the pro formas are presented under typical scenarios. GAAP, elects to present the pro formas directly in U. To assist U. Reporting System. GAAP initially are required only for two years, the registrant's financial statements still need to be presented in the registration statement for all of the periods required by Item 8 of Form F see Section Similarly, non-EGCs must present selected financial data for five years, even though the oldest three years need not be reconciled to U.

See Section ASC requires equity investees to be accounted for using U. Further, summarized data under S-X g must be presented in accordance with U. Even though the significance level of an acquisition may require the presentation of three years of audited financial statements in a registration statement or other transactional filing, if the acquiree or investee's financial statements have not previously been required in a SEC filing, the U. GAAP reconciliation only needs to be provided for the most recent two years and any required interim period.

The registrant's primary financial statements must also be prepared in accordance with U. GAAP if post-acquisition periods are considered in determining the years presented. GAAP, or:. See footnote 31 to Release No. Assuming that the businesses acquired are reporting in the U. GAAP for the two most recent fiscal years. Financial statements required to be presented under the SAB for two years must be reconciled to U.

GAAP for both years. Most recent interim period and corresponding prior year financial statements also would be reconciled to U. GAAP or reconciled to U. When financial statements are required pursuant to S-X , the financial statements to be provided for the affiliate are based on the financial statements the affiliate would be required to provide if it were a registrant.

Typically, the financial statements of an affiliate would be prepared using the same GAAP as the registrant which is usually the parent. In certain limited circumstances, if the affiliate as a separate registrant would not qualify as a foreign private issuer, the affiliate could file home-country GAAP financial statements reconciled to U.

Non-EGCs should provide the selected data for 5 years. A of Form F and Instruction 2 to Item 3. A] See Section GAAP to U. Item 17 requires quantification of the material differences in the principles, practices and methods of accounting. Item 18 requires satisfaction of the requirements of Item 17, as well as provision of all other information required by U.

Item 17 compliance is permitted for non-issuer financial statements such as those pursuant to S-X , , and i , as well as non-issuer target company financial statements included in Forms S-4, F-4 and proxy statements. Most companies elect to present this information in the form of a reconciliation of shareholder' equity, but they may also provide restated balances of individual balance sheet line items, or describe, in numerical terms, how balance sheet line items would specifically change under U.

NOTE : The reconciliation of shareholders' equity should be in sufficient detail to allow an investor to determine the differences between a balance sheet prepared using home-country GAAP and one prepared using U. NOTE : Registrants should consider preparing supplemental statements of changes in shareholders' equity using amounts determined under U.

GAAP to confirm that the reconciliation balances and that it provides appropriate disclosure on changes in the equity accounts on a U. GAAP basis. Many registrants elect to include these statements, prepared using U. GAAP amounts, as part of their U. GAAP that quantifies and describes each significant difference. GAAP or IAS 7, or a reconciliation of a cash flow statement or statement of changes in financial position that quantifies the material differences in the statement presented as compared to U.

Some of the more common deficiencies in this disclosure include:. GAAP to confirm the adequacy of the disclosure of the reconciling items. GAAP is not required.

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The table also mentions the percentage of holdings of the shareholders and the promoters. This table updates time to time or whenever there is a requirement of updating the table for an example, in case of an issued of capital, change in shareholding. The capitalization table is prepared during the acquisition of the company with the percentage of shareholdings maintained by the promoters.

It can be created by maintaining a sheet in an excel file. A spreadsheet is to be used to record the name of the shareholders and the securities held by them with the value and the valuation of a percentage of shareholdings they hold at that point in time. Within the same spreadsheet, we can maintain the records of securities issued at an earlier stage and the recording of every fresh securities issue at every stage of the issue done by the company and also mentioning the percentage of distribution.

Firstly, on the acquisition of the company, the holdings of Promoters or Founders are recorded. After that, upon the issue of securities to the Public or persons, the name of the shareholders and the number of securities held by them are recorded with the value of securities. The same sheet is updated every time on the transfer of securities or the issue of fresh securities.

We need to prepare a Capitalization Table. It is used for recording the shareholding composition and pattern within a company, which can be done by updating the table based on a change or transfer or issue of new fresh equities. When the management decides to raise funds for the company, the reference to the cap table helps the company measure the effect of raising funds through different securities and analyzing the effect of such in the Debt Equity Ratio of the company.

In case of the issue of securities, while finalizing the subscription company also refer to the capitalization table to ensure that the decision-making power for the company does not fall within a particular person or particular group. In the cap table, the date of issuance securities can also be mentioned, which can help the organization to look into the convertible securities and the impact it will bring upon the structure of security distribution.

In the case of issuance of employee stock options , capitalization also provides the details of how much stocks have been subscribed, how much has been rejected, and how many are remaining at a particular time. Capitalization Table helps in making Notes to Accounts of the Balance sheet of the company , where it is required to disclose the list of the stakeholders who hold significant holding the proportion of the securities of the company.

The table helps determine and analyze the segregation in the power of decision making within the company by ensuring that the decision making power within an organization does not fall within a single group. It also helps the board of directors to decide how to raise funds for the company and to ensure compliance with the laws. It also helps the board to decide whether to issue Employee stock options to match the interest of the organization with the employees and provide them with the incentives to motivate them towards the mission and vision of the company.

The capitalization table maintains the list of stakeholders and the percentage of holdings they possess at a particular time. In this case, the Form specifically requires the consent to be provided for the annual report.

Because an annual report has no effective date, the staff will not object as long as the consent is dated on or after the date of the audit report. In this situation, however, the staff would expect the following items to be disclosed:. Pursuant to Article 2 of Regulation S-X, a change in the accounting principles used to prepare the primary financial statements should be disclosed in the auditor's report. Disclosure in a separate addendum to the report in the style suggested by Canadian standard setters for US- Canada Reporting Conflicts is acceptable.

Form F does not have a requirement for a preferability letter. Legislation in certain foreign jurisdictions requires the financial statements to give a "true and fair view" of the state of affairs balance sheet of the company and its profit or loss.

Such provisions may require the departure from a specific accounting standard override to the extent necessary to give a true and fair view. For example, Financial Reporting Standard 6 requires certain "group reconstruction" transactions similar to reorganizations of entities under common control in the US GAAP literature to be recognized at historical cost. But under the Companies Act, all business combination transactions must be characterized as either acquisitions purchases or mergers pooling of interests.

Since a group reconstruction ordinarily will not meet the conditions for merger accounting, an override of the Companies Act is necessary to comply with UK GAAP. The staff may inquire about such a matter to ensure that it is adequately explained to US investors, but would not object to this type of override.

Generally, the accounting treatments adopted in lieu of the prescribed treatment have been highly unusual. In some cases, the registrant's adopted treatment appeared to be unique, and not identifiable as an accepted accounting practice in any system of GAAP.

In some cases, the prescribed treatment would be consistent with US GAAP, and a reconciliation to the prescribed treatment was furnished. In each case, the staff will challenge the basis on which such an override has been used and the basis on which the auditors have given an unqualified report.

Both UK GAAP and IAS have specific disclosure requirements that include identification of the required treatment from which the enterprise has departed, the nature of the departure, including the treatment that would be required, the reason why that treatment would not give a true and fair view, the treatment adopted and the financial impact of the departure on the enterprise's financial statements. Certain additional disclosures are required under IFRS.

In the rare circumstances where an override can be justified by the registrant's circumstances and home country practices, the staff will expect full compliance with the disclosure requirements. The disclosure should discuss why an override is necessary, clearly describe the adopted treatment, explain how and when it is applied, disclose the key assumptions or estimates inherent in the method, and quantify its effects on the financial statements.

Whenever the principal auditor refers to the work of another auditor, the report of the other auditor must be included in the filing. In some cases, the report issued by the other auditor may refer to financial statements that have been prepared using different accounting standards.

The staff expects the division of responsibility among the auditors to be clear. One of the auditor's reports should clearly state who is responsible for auditing the "conversion" of the financial statements from the foreign GAAP into the GAAP used in the primary financial statements.

Article 2 of Regulation S-X requires that an independent accountant be licensed and in good standing under the laws of the place of the accountant's residence or principal office. The rule does not address whether the accountant's state or country of licensure must coincide with the location of the registrant's corporate offices or place where the registrant conducts its principal operations.

See Section IV. The staff may question the location from which the audit report was rendered if there does not appear to be a logical relationship between that location and the location of the registrant's corporate offices or place where the registrant conducts its principal operations. The Staff interprets Article 2 to require the audit report on the financial statements of a registrant that is not a foreign private issuer to be rendered ordinarily by an auditor licensed in the US. This includes both US-incorporated registrants and foreign- incorporated registrants that do not meet the foreign private issuer definition.

However, certain of these registrants may be headquartered, conduct their principal operations, or have most of their assets, outside the US. In these circumstances, the staff encourages registrants and their auditors to consult the staff prior to filing. The staff will consider all relevant factors in evaluating the appropriateness of the location from which the audit report was rendered.

The following factors are likely to be significant in most situations:. The staff will not ordinarily consider the language of the country where the auditor resides to be a presumptive factor. In determining whether to accept a report from a non-US auditor, the staff also will expect the auditor to be subject to the same quality controls, including completion of filing reviewer procedures, as described in Section IV.

The staff has recently become aware of situations where a US auditor predominantly performed the audit but one of its foreign affiliated firms signed the audit report. In these cases the U. If there is a legal requirement for the foreign affiliated firm to sign the audit report, the staff ordinarily would not object if both firms signed the report. An entity applying US GAAP for the first time must account for derivative instruments and hedging activities in accordance with Statement in all fiscal years beginning after June 15, Statement provides that, upon its adoption by a company, all hedging relationships must be designated anew and documented pursuant to the provisions of Statement Thereafter, companies may use hedge accounting for those hedging relationships that, at inception of the hedging relationship, were documented and designated as hedges in a manner that would satisfy the requirements of Statement A registrant that prepares US GAAP financial statements or reconciles to US GAAP for the first time in a period subsequent to the required adoption date of Statement may apply hedge accounting pursuant to Statement if the entity had formally documented its hedging relationships in a manner consistent with Statement 's requirements.

For example, an entity that had previously prepared its financial statements in accordance with IFRS, including preparation of documentation of its hedging relationships that satisfies the requirements of Statement , could apply Statement hedge accounting when preparing or reconciling to US GAAP financial statements for the first time. FAS defines the required presentation of comprehensive income as a new basic financial statement, rather than an item of disclosure. Therefore, a statement of comprehensive income or its equivalent is required under both Item 17 and Item 18 of Form F.

A foreign registrant may present the statement of comprehensive income in any format permitted by FAS In the later case, reconciliation to comprehensive income measured on a US GAAP basis is encouraged, but not required. Paragraph 26 of FAS requires presentation of the components of the accumulated balance of other comprehensive income items on the face of the financial statements or in footnotes. This disclosure is not required under Item In certain countries, equity components under home-country GAAP are included in retained earnings and are not separately tracked.

Reconstruction of these amounts may be impracticable. The staff will generally not object if a registrant concludes, and discloses in its filings, that it is not practical to present the components of the accumulated balance of other comprehensive income items specified by paragraph 26 of FAS If a registrant recognizes revaluations of assets in conformity with home country GAAP, the statement of other comprehensive income should include such changes.

A foreign registrant preparing segment information to comply with the disclosure requirements of US GAAP should present the information using whatever basis of accounting is used for internal management reporting, even if that information is on a home-country GAAP basis. However, segment data should be presented in the same reporting currency as the consolidated financial statements, even if a different currency is used for internal management reporting.

As required by FAS , the measurement basis for this data would be disclosed. FAS requires a reconciliation of the segment data to the consolidated financial statements. This presentation should be reconciled to the basis of accounting used in the primary financial statements.

Reconciling items from the internal management-reporting basis should be isolated in a separate column and described. Segment reporting in some countries is based on products and services rather than the management approach. For example, possible differences between the types of segments that would be reported under IAS 14 and FAS could require certain registrants to present two sets of segment data.

Paragraphs 34 and 35 of FAS require registrants to recast prior period information to correspond with current reportable segments, or to otherwise provide comparable information. If management changes the structure of its internal organization after fiscal year end, or intends to make a change, the new segment structure should not be presented in financial statements until operating results are reported on the basis of the new management structure.

When a period is being reported for the first time, the staff would expect the segment presentation to be based on the structure that was actually used to manage the business during that period. This is true for the most recent annual period even if a registrant has published information for a more recent interim period based on its new reportable segments. However, the staff would not object if a registrant also provided supplementary data based on the new segment structure. The applicability of FAS to foreign registrants depends on whether the financial statements are prepared in accordance with Item 17 or Item 18 of Form F.

Registrants filing under Item 18 should comply with the disclosure and pro forma measurement principles of FAS in the same manner as a US company. If a foreign registrant elects not to use the fair value method of accounting for stock based compensation in the reconciliation to US GAAP, the pro forma disclosures of net income and earnings per share, along with all of the other disclosures required by FAS , should be provided in the annual financial statements.

Foreign registrants filing under Item 17 would not be required to provide pro forma net income and earnings per share or any of the other disclosures specified by FAS However, the registrant should disclose the method of accounting that is followed for purposes of complying with US GAAP. Under both Item 17 and Item 18 registrants must comply with the requirements of FAS and in accounting for transactions with non-employees.

FAS states that deferred tax assets and liabilities should be adjusted for the effects of a change in tax law or rates in the period that includes the enactment date. In the US, enactment date is considered to be the date that the President of the United States signs the legislation and it becomes law. FAS does not address specifically how to determine the enactment date in jurisdictions outside the US.

Simply stated, enactment date is when all steps in the process for legislation to become law have been completed. For example, in Australia enactment date would be when Royal Assent is given to the bill, not when a bill is passed by Parliament. This conclusion is equally applicable to foreign subsidiaries of US companies. In Brazil, the tax law is sometimes significantly altered by provisional measures that remain in force for three months and expire automatically if they are not extended for an additional three-month period.

The provisional measures are not enacted by the legislature and should not be used as the enacted rate for the purpose of recognizing the tax effect of temporary differences under FAS For example: The combination is accounted for as a merger pooling of interests in the primary financial statements but as a purchase business combination under US GAAP. The combination is accounted for as an acquisition purchase by the legal issuer in the primary financial statements but as a reverse acquisition under US GAAP, or visa versa.

In both of these situations, virtually all of the amounts for pre-acquisition periods in the primary financial statements would be materially different from the amounts presented under US GAAP. In effect, the financial statements presented as the primary financial statements are of a different reporting entity than would be required under US GAAP. In these circumstances, reconciliation of net income and stockholders' equity alone will not produce an information content substantially similar to US GAAP with respect to the pre-acquisition periods.

Additional reconciling disclosures that result in an information content consistent with Item 17 or 18 of the US GAAP reporting entity for the pre-acquisition periods will be necessary. The reconciliation should be in sufficient detail to allow a user to understand the differences between the amounts reflected in the primary financial statements and the amounts reflected in the US GAAP reconciliation.

In some cases, the differences may be so pervasive that a complete set of US GAAP financial statements may be necessary. While each situation is unique, the following generally is the minimum level of disclosure that would be expected:. Ordinarily that is the date assets of the acquired business are received in exchange for consideration from the acquirer. A purchase business combination should not be recognized as of an earlier date unless a written agreement provides that effective control is transferred to the acquirer at an earlier date without restrictions except those required to protect the stockholders of the acquired company.

Some merger agreements in various countries may include designation of a retroactive effective date, such as the beginning of the fiscal year. In most of these cases, the rare conditions in paragraph 93 of APB Opinion 16 are not met prior to the exchange of consideration, and the business combination should not be recognized for any period before consummation. Some registrants have a practice of applying the equity method or cost method to newly acquired businesses for the period from the consummation date through the end of the fiscal year in which the acquisition occurred.

A number of foreign companies have obtained a listing in the US by merging into a nonoperating US public shell company whose securities are already registered with the Commission. The transaction is typically accounted for as a "reverse recapitalization. Accordingly, the registrant must file a Form 8-K containing financial statements of the foreign company within 75 days of the merger. To facilitate the initial filing of the foreign company's statements, the staff will not object if the financial statements included in the 8-K are prepared in accordance with a foreign GAAP, but reconciled to US GAAP in accordance with Item 18 of Form F.

However, the first Form K following the merger, and any registration statement, should include financial statements prepared in accordance with US GAAP for all periods presented, including those periods prior to consummation of the reverse recapitalization. The age of the pro forma financial information included in a registration statement should be based on the age of financial statements requirement applicable to the registrant. If a foreign private issuer files a Form F-4 and the target company is a US domestic registrant, the age of the pro forma information may be determined by reference to Item 8 of Form F.

That is, the pro forma information need only be as current as the most recent balance sheet date required for the registrant, which could be as much as 9 months old at the time of effectiveness. By contrast, if a US domestic registrant files a Form S-4 and the target company is a foreign private issuer, the age of the pro forma information must be determined by reference to Rule of Regulation S-X.

That is, the pro forma information would generally need to be current within days at the time of effectiveness. Depending on the fiscal year ends of a domestic registrant and a foreign target company, application of the age of financial statement rules may require the foreign target company to include a period in the pro forma information more current than its separate historical financial statements.

Article 11 of Regulation S-X permits the ending date of the periods included for the target company to differ from those of the registrant by up to 93 days, and may provide sufficient relief. The staff also will consider combinations of periods that involve overlaps or gaps in the information of the target company of up to 93 days, provided that the resulting annual and interim periods are of the same length required for the registrant, and there are no overlaps or gaps in the registrant's information.

However, the staff would not permit a registrant to omit an interim pro forma presentation because of different fiscal periods. Companies are required to disclose the accounting principles used in the preparation of their financial statements. That disclosure should include the consolidation principles applied. In some circumstances, the staff has noted instances where majority-owned subsidiaries were not consolidated, yet disclosure of the reasons for non-consolidation was not made.

The staff has objected to the use of boilerplate disclosures regarding an enterprise's consolidation policy when majority owned subsidiaries are appropriately excluded from consolidation. The disclosure should allow an investor to clearly understand why the registrant does not control the subsidiary. The staff also believes that a comparable level of disclosure should be provided when a registrant appropriately consolidates a less-than majority owned subsidiary.

The requirement for clear and complete consolidation policy disclosure applies to foreign registrants using home-country GAAP, and applies both under Item 17 and Item 18 of Form F. The staff believes the disclosure in this area is necessary to meet the requirement for an information content that is substantially similar to U.

Issuers that use proportional consolidation under home country GAAP for investments in joint ventures that would be equity method investees under US GAAP may omit reconciling differences related to classification or display, and instead provide summarized footnote disclosure of the amounts proportionately consolidated. Equity investee financial statements would not be required under Rule as the joint venture is included in the registrant's consolidated financial statements.

The accommodation is available only if the joint venture is an operating entity, the significant financial operating policies of which are, by contractual arrangement, jointly controlled by all parties having an equity interest in the entity. The staff has recently noted situations where the accommodation was used for investees that were characterized as joint ventures, but not all parties with an equity interest had the right to share in control.

For example, a supermajority voting provision permitted several large equity holders to control the investee without the consent of several small equity holders. The staff has objected to use of the accommodation in these circumstances.

Certain investments in majority-owned entities are accounted for using the equity method under US GAAP because EITF precludes consolidation where certain minority shareholders have substantive rights to participate in certain financial and operating policies of the entity. It is unlikely that such an investment would meet the relevant conditions for the accommodation.

For example, the existence of significant participating rights that preclude consolidation under EITF would ordinarily mean that not all significant financial and operating policies of the entity are jointly controlled by all parties with an equity interest. Generally, financial statements of foreign private issuers prepared using a comprehensive basis of accounting but containing a departure from that basis with respect to a material item are not acceptable in Commission filings.

However, in limited circumstances the staff has not challenged presentations financial statements using US GAAP except that investments in joint ventures are reported using the proportionate consolidation method. This is consistent with the accommodation in Form F that permits registrants to not reconcile classification and display differences of proportionately consolidated joint ventures to the equity method. The staff would generally not challenge that accounting departure by a foreign private issuer that meets the following conditions:.

At a minimum, the staff would expect disclosure of the following information: 1 condensed information of the equity investee required by Rule g of Regulation S-X, and 2 a sufficiently detailed reconciliation to allow an investor to reconstruct financial statements prepared in accordance with US GAAP and Regulation S-X. The Task Force provides advice and assistance to the accounting profession on financial reporting matters and auditing issues applicable to non-US entities entering the US capital markets, with particular focus on those entities that register with the US SEC.

In this capacity, the Task Force brings to the attention of the SEC staff issues and suggestions for improving and expediting filings by foreign registrants with respect to financial accounting issues including issues that come to its attention relative to IFRS matters and financial statement form and content matters. The International Practices Task Force has published a Summary of Issues discussed at meetings of the Task Force from its inception through March that continue to be relevant to foreign issuers.

The Summary is periodically updated to reflect recently discussed topics. The following issues affecting particular countries were discussed at recent meetings of the Task Force. Further information regarding these issues is published in Highlights of the applicable meetings available on the AICPA website at www.

Rule of Regulation S-X permits a foreign private issuer to file financial statements prepared in any currency that management believes is appropriate. The rule requires disclosure of:. The rule does not apply to financial statements of acquirees or equity investees. However, these financial statements can be prepared either in the same currency as the issuer or in the currency that normally is used for preparation of such entities' financial statements.

Accordingly, a domestic issuer can prepare financial statements of an acquiree or investee in US dollars. While there is effectively free choice in the selection of the reporting currency, there is not free choice in the selection of the currency used for measurement. All operations including the parent company that do not operate in a hyperinflationary environment should use the currency of their primary economic environment to measure transactions.

That is, assets and liabilities are translated at the period end exchange rate, and the income statement is translated at the weighted average exchange rate. The translation effects of exchange rate changes are included in a separate component of equity. Rule requires the financial information for all periods presented in a filing to be stated in the same reporting currency.

If an issuer elects to change its reporting currency, financial information for previous periods should be recast into the new reporting currency using a methodology consistent with FAS The objective of this procedure is to present financial statements as if the issuer had always used the new reporting currency. This means that an issuer should translate income statements from the old reporting currency into the new reporting currency using weighted average exchange rates for the applicable period, and the balance sheets should be similarly translated using the applicable period end exchange rates.

The methodology used should produce the same results as though the respective consolidating functional currency statements had been translated directly into the new reporting currency. Rule of Regulation S-X requires that the financial statements should be stated in the same currency for all periods presented. This requirement applies to financial statements of a predecessor as well as those of the registrant.

That is, the reporting currency used in financial statements of the predecessor should be the same as that of the registrant. SEC rules permit, but do not require or encourage, presentation of a convenience translation. If a convenience translation is presented, Rule b of Regulation S-X specifies that the translation should be presented using the exchange rate as of the most recent balance sheet included in the filing, except that a rate as of the most recent practicable date shall be used if materially different.

Various Asian currencies declined significantly in value subsequent to December 31, The staff has received questions regarding the applicability of the guidance in Rule b to registrants that report in a currency with a significant decline after the balance sheet date. Some believe that literal application of the rule using the more recent rate could result in a potentially misleading presentation.

For example, if a registrant's debt were denominated in US dollars or other major currencies, the convenience translation would depict the debt at a much lower US dollar amount than the registrant's actual debt service requirements.

The staff will not object if a registrant uses the exchange rate at the date of the most recent balance sheet in preparing a convenience translation for inclusion in an annual report on Form F or a registration statement, or if it omits a convenience translation. The staff also will not object if a registrant uses a more current exchange rate. However, all amounts presented for a given period must be translated using the same exchange rate. If convenience translations are presented in a registration statement that includes all required financial statements, such as Form F-1, the same exchange rate should be used for the most recent fiscal year presented and any subsequent interim period.

If a registrant files a registration statement that incorporates by reference financial statements previously filed on Form F, the staff will not require amendment of the previously filed financial statements to reflect a convenience translation based on a more current exchange rate. Also, FAS 52 requires disclosure of significant changes in currency exchange rates occurring after the balance sheet date and the effects on unsettled balances pertaining to foreign currency transactions.

In rare instances, the staff has not objected to the use of a different reporting currency. Those instances have been limited to situations where the US-incorporated registrant had little or no assets and operations in the US, substantially all the operations were conducted in a single functional currency other than the US dollar, and the reporting currency selected was the same as the functional currency.

In these circumstances, reporting in the foreign currency would produce little or no foreign currency translation effects under FASB Statement No. The staff has also not objected when a foreign issuer who does not meet the definition of a foreign private issuer applies this approach in similar circumstances.

The disclosure requirements of Rule f have been retained in the new Item and the staff intends to continue to interpret the requirements as described below. However, narrative disclosures about differences in accounting principles are required and material reconciling items that have not been previously addressed in the filing must be quantified.

The intent of the disclosure is to ensure that the information available to a US investor is as current as information available to a foreign investor. Rather, if the information disclosed in the foreign jurisdiction includes revenues and income, then all financial information that is made public should be included in the registration statement. For example, if the foreign issuer publicly distributes annual financial information before the audited statements are available, the registration statement should include such information.

Occasionally, the interim information that is publicly distributed in the issuer's home country will be prepared using accounting standards that are different from those used in the US registration statement. Therefore, the information disclosed pursuant to Item 8. The company releases more recent earnings information in its home country in foreign GAAP. In this situation, an issuer may either a reconcile the Item 8. Issuers occasionally will be required to adopt a new US accounting standard in their first interim financial statements.

The disclosure of financial information required by Item 8. Inclusion of published information under Item 8. For example, if complete financial statements related to the most recent quarter but not the comparative period are distributed in a foreign issuer's home country, that information must be included in the US registration statement. Comparative prior period information is not required because the information provided is included only because of Item 8.

In order to avoid confusing US readers, the registrant should include disclosure explaining why the information is provided particularly when the information is placed with other financial statements and may look incomplete.

However, if the information provided contains a reconciliation to US GAAP, the staff believes that inclusion of reconciled information for the comparative prior periods generally will also be necessary to prevent the current period information from being misleading. Accordingly, when a foreign private issuer presents more current US GAAP information, it effectively has decided to present interim financial statements, and is also required to present comparatives as required by Item 8.

A registrant that loses its foreign private issuer status becomes subject to the reporting requirements for a domestic company on that date. While previous Exchange Act reports do not need to be amended upon the loss of foreign private issuer status, all future filings are required to fully comply with the requirements for a domestic company.

The timing of the restatement will depend on whether the registrant has also voluntarily elected to file on domestic forms. If so, the change is ordinarily made in the first quarter of a new fiscal year. The annual comparative periods are then recast when the next annual report is filed. However, the timing of the restatement will be accelerated in the event of a registration statement. Interim financial statements included in a registration statement must be prepared on the same basis of accounting and reporting currency as the annual financial statements, so all comparative interim and annual periods must be restated at that time.

This is true even if a registrant is eligible to incorporate previously filed documents by reference. Registrants must also comply with the requirement of Item a of Regulation S-K to provide summarized quarterly data for each quarter of the two most recent fiscal years, beginning with the first Form K that the registrant must file after its change in status.

This means that the registrant must provide quarterly information on a US GAAP basis for certain periods preceding the change in status. Prospective application is not acceptable. In some cases the change in status may be triggered by transactions among shareholders or other circumstances outside the control of the registrant. The staff will not ordinarily waive the requirements of Item a.

However, registrants that believe it is impracticable to obtain the comparative data may consult with the staff in advance of the filing of the Form K. The registrant would be required to provide a reconciliation to US GAAP for all periods presented, in accordance with Item 17 or Item 18 as applicable.

However, the Staff would be troubled if a registrant filed an initial registration statement under US GAAP and then immediately thereafter, for the purpose of their periodic reporting requirements, changed their primary GAAP. In any event, registrants intending to change their primary GAAP should consider any undertakings made to investors in the past regarding the basis of presentation and should consult their own attorneys on matters of interpretation.

A foreign regulator may require presentation of certain "pro forma" information that may be a mixture of historical and forecasted amounts or otherwise not comply with Article 11 of Regulation S-X. For example, it might eliminate the impact of certain charges such as restructurings or recalculate revenues based on new sales contracts.

Since the information is included in the foreign prospectus, the registrant may conclude that the information must also be included in the US prospectus so that the same information is disclosed to all investors. Although the presentation does not comply with Article 11, the staff has not objected to the disclosure in the US registration statement provided the information indicates clearly what the presentation represents, states that this pro forma information does not comply with Article 11 and explains why the information is included.

In some countries, compilation reports by independent accountants on pro forma information may be included in registration statements used in cross-border offerings pursuant to requirements in the foreign country. While such reports normally would not be allowed in US filings, the staff will not object to the inclusion of a compilation report provided that the registration statement includes a statement from the independent accountants that addresses the following items:.

Presentation of these comments in the manner in which the Canadian Institute of Chartered Accountants recommends for differences between US and Canadian reporting standards would be acceptable. The registration statement should include a letter from the independent accountants acknowledging the use of the report. Foreign banks will frequently have difficulty obtaining certain information to comply with the statistical disclosure requirements of Industry Guide 3.

The staff recognizes that the categories and classifications specified by Guide 3 are heavily influenced by US banking regulation, and that some categories and classifications may not be the most relevant in understanding a foreign bank's operations. The staff will generally accept alternative classifications and presentation formats that provide an information content substantially similar to that specified by Guide 3, and may grant accommodations on the number of periods to be presented in certain circumstances.

However, the staff believes that a robust presentation about loan quality and loss reserving is critical to an investor's understanding, and will pay particular attention to the completeness and meaningfulness of the information provided in response to Items III and IV of the Guide. Foreign insurance companies will often have difficulty obtaining sufficient data regarding property casualty general insurance claim reserves to prepare the year loss reserve development table in Industry Guide 6.

When appropriate, the staff has granted limited accommodations on the number of periods to be presented. The staff will also consider presentations that encompass substantially all of the loss reserves, if the registrant lacks sufficient data in certain jurisdictions with small operations. US oil and gas companies are required to file quarterly reports containing full cost ceiling tests under Rule c of Regulation S-X.

Foreign registrants generally are not required to file quarterly reports. As a result, the staff does not object to foreign registrants limiting the application of the full cost ceiling test to the periods in which US GAAP balances are provided. In the event that comparative interim information is included in a registration statement for a period that was not previously presented, the full cost write-down for the interim period would be the lesser of the write-down for the year, or the excess over the ceiling amount at the end of the interim period.

Foreign registrants should disclose the frequency with which the ceiling test is performed and the date of the latest test. Mining companies should provide explicit disclosure of the types of reserves that are included in the base used for computing depletion - proven and probable reserves. The SEC staff has indicated in Industry Guide 7 that disclosure of reserve information is limited to proven and probable reserves.

As disclosure of possible reserves is prohibited, the base of depletion should also not include such amounts. A number of significant IFRS standards with extended transition dates have been issued in recent years. Certain other countries, such as the UK, also have substantial recent standard-setting activity. Staff Accounting Bulletin 74 requires that when a new accounting standard has been issued but has not yet been adopted, the registrant should discuss the effect that the new standard will have on the registrant's financial statements when adopted.

If alternative adoption methods and dates are permitted, the registrant should indicate the anticipated method and adoption date. The following disclosures should be provided:. In addition, disclosure of the potential impact of other significant matters that the registrant believes might result from the adoption of the new standard e.

In a number of the IAS standards, the impact of adopting the new or revised standard is likely to be known because similar determinations are necessary to prepare the US GAAP reconciliation. An expanded presentation of selected financial data on a US GAAP basis also may be necessary in these circumstances to highlight unusual or highly significant matters that otherwise might not be disclosed with sufficient prominence.

In August the Commission issued a cease and desist order against Sony Corporation. The Commission found that Sony violated the periodic reporting requirements of the Exchange Act of The Commission issued a similar order against Sony's Director of Investor Relations who was found to be a cause of the violations.

Sony Pictures experienced significant losses throughout the periods since its acquisition, but those losses were not disclosed. Instead, disclosures about Sony Pictures focused on positive aspects like revenue trends and Academy Award results. The SEC noted that Sony did not report Sony Pictures as a separate industry segment, but instead combined its results with Sony's highly profitable music business as a single "entertainment" segment, thus obscuring the large losses of Sony Pictures.

The Commission ordered Sony to cease and desist from periodic reporting violations and to comply with three undertakings:. These Forms also permit a foreign target company that is not subject to Exchange Act reporting requirements to omit the US GAAP reconciliation if the reconciliation is unavailable or not obtainable without unreasonable cost or expense.

If the conditions for omission of the numerical reconciliation are met, a narrative description of all material variations in accounting principles, practices, and methods is required. Registrants should consider all relevant facts and circumstances in determining whether the US GAAP reconciliation is unavailable or not obtainable without unreasonable cost or expense.

For example, the staff has objected to the omission of the US GAAP reconciliation in circumstances where the non-reporting target company was a subsidiary or investee of a larger reporting company, and considerable reconciling information for the subsidiary would have already been necessary to prepare the parent company's US GAAP reconciliation. Registrants should note that the accommodation to omit the US GAAP reconciliation for a target company does not extend to the pro forma information required by Form F-4 and S The instructions to Item 17 b 5 to Form F-4 state that the financial statements of a non-reporting target company for the fiscal years before the latest fiscal year need not be audited if they were not previously audited.

A similar provision is included in Form S However, if financial statements of a non-reporting foreign target have been previously audited using auditing standards other than US GAAS, and those financial statements have been published for general distribution in the target's home jurisdiction or elsewhere, the staff would generally expect financial statements to be audited in accordance with US GAAS and included in the registration statement.

Registrants that anticipate difficulties should consider contacting the staff in advance. Revised Rule provides guidance for presenting condensed consolidating financial information about subsidiary issuers and guarantors in the notes to the parent company's consolidated financial statements. Where the parent company's consolidated financial statements are prepared on a basis other than US GAAP, Rule i 12 requires the information in each column of the condensed consolidating information to be reconciled to US GAAP to the extent necessary to allow investors to evaluate the sufficiency of the guarantees.

The reconciling information may be based on Item 17 of Form F, and need not duplicate information included elsewhere in the reconciliation of the consolidated financial statements. When applying this guidance, registrants should consider all relevant facts and circumstances regarding the nature, magnitude, direction and trend of reconciling items affecting subsidiary issuers and guarantors, and the extent to which those items are fully communicated in the reconciliation of the parent company's consolidated reconciliation.

The Release addresses the application of Rule and Rule 12h-5 to the Exchange Act reporting requirements for parent companies that are foreign private issuers. The Release clarifies that a parent company that files annual reports on Form F is not required to provide quarterly condensed consolidating information about its subsidiary issuers and guarantors, even if those subsidiaries are incorporated in the US.

In a registration statement under the Securities Act, however, a parent company that is a foreign private issuer is required to include condensed consolidating information about its subsidiary issuers and guarantors for all required annual and interim periods. The periods to be presented are determined by reference to Item 8. A of Form F. Pre-combination financial statements of an acquired business under Rule of Regulation S-X are not required in a registration statement if the business combination was accounted for as a "pooling of interests" and is already reflected in the registrant's restated audited financial statements.

While Rule was originally written in the context of US GAAP, the Staff historically had not required pre-combination financial statements of the acquired business in situations where pooling was applied in the home-country GAAP financial statements, even if the business combination was reported as a purchase in the US GAAP reconciliation. In addition, certain other jurisdictions also have recently changed their GAAP to prohibit poolings, or are contemplating such a change.

As a result, the staff believes that the historical interpretation no longer produces an information content similar to that required by US GAAP. Consequently, if a foreign issuer reports a business combination under pooling of interests accounting in its home country GAAP financial statements, the staff will require the registrant to file the pre-combination financial statements of the acquired business under Rule This would apply with respect to business combination transactions initiated after June 30, Various countries that have experienced high rates of inflation require or permit financial statements to comprehensively include the effects of price level changes under home-country GAAP.

In some countries, a current replacement cost approach may be used. Form F permits the inclusion of comprehensive price-level adjusted financial statements in SEC filings where that reporting is required or permitted by home-country GAAP. Price-level adjustment approaches differ fundamentally from the methods used to translate historical cost results of foreign operations under FAS Because of the inherent difficulties in producing meaningful information, an accommodation in Form F permits foreign registrants that prepare comprehensive price-level adjusted financial statements to not reconcile the effects of price level changes to US GAAP.

Registrants who use this accommodation must describe the basis of presentation of the price-level adjustments, and must state that the effects of the price level adjustments have not been reconciled to US GAAP. The staff has addressed several issues regarding the application of APS 3 including the acceptability of netting certain costs, discounting of trade receivables and payables and capitalization of interest. All price level adjusted financial information in a foreign private issuer's registration statement should be presented in equivalent purchasing power units of the reporting currency.

That is, all measurements are restated retroactively to the purchasing power unit at the date of the most recent balance sheet in the filing. If a company updates to include interim financial information, the prior annual financial information must be recast in equivalent purchasing power units. A company that incorporates by reference a prior annual report on Form F need not amend the prior filing, but must file restated financial statements in the registration statement or under cover of a Form 6-K that is incorporated by reference.

Many historically inflationary economies have experienced declining rates of inflation in recent years. If the rate of inflation during the interim period is very low such that the effect of restatement does not materially affect apparent trends and is clearly immaterial, the staff has not insisted that prior period financial information be restated. If the information is not restated, the rate of inflation and the reason why restatement was not considered to be necessary should be disclosed.

If the interim information is included in a registration statement solely because more recent interim financial information than otherwise required by Item 8. Registrants should provide disclosure necessary to prevent the updated data from being misleading in relation to prior period financial information.

For example, the issuer should provide supplemental selected financial data recast in equivalent purchasing power units, accompanied by disclosure of the rate of inflation that would be used to restate all prior financial information in equivalent purchasing power units. FASB Statement 95 and Form F do not address the presentation of the statement of cash flows by registrants that prepare price-level adjusted financial statements in filings with the SEC.

Inclusion of the effects of inflation in the line items comprising the three major categories of the cash flow statement may make the presentation less meaningful and possibly misleading. For example, the financing activities section may depict reductions of foreign-currency denominated debt because of the recasting of prior balance sheet amounts for inflation, even though no cash repayment has occurred. In some cases, these effects may permeate the statement of cash flows. Registrants are required to prepare price-level adjusted cash flow statements in a manner that comprehensively segregates the effects of inflation from the cash flows from operating, investing and financing activities.

Because of the difficulties of retroactive compliance, this guidance should be adopted for fiscal years ending after November Recasting of comparative periods is encouraged but not required. Before Topic EITF D was announced in November , practice was inconsistent and some issuers did not make these types of changes for extended periods.

The staff believes that similarly situated issuers should reach reasonably consistent judgments about when an economy ceases to be highly inflationary. The amounts presented for non-monetary assets and liabilities as well as total stockholders' equity should not be materially different than if the US dollar had always been used as the reporting currency, and thus the currency for measurement, during the period that the economy is highly inflationary as defined by FAS Under US GAAP it is not acceptable to use price level adjusted financial statements expressed in local currency and then translate those amounts into US dollars.

FAS 52 requires financial statements of an entity in a highly inflationary economy to be remeasured as if the functional currency were the reporting currency. Under IAS 21, the financial statements of the entity in the highly inflationary economy would first be adjusted for inflation and then translated into the reporting currency using the period end exchange rate.

Significant accounting and reporting issues often arise in connection with the privatization of a government-owned enterprise. Where appropriate, the staff will consider accommodations consistent with the particular circumstances and the protection of investors.

The staff has not challenged the omission of certain comparative financial statements when the issuer or significant acquiree changed from a state-owned and operated enterprise to one that operates in a market-based economy.

This may occur when a government privatizes an industry, or when fundamental changes occur in the economy itself. The accommodation generally applies to periods preceding the time that the fundamental change occurred. In determining whether an accommodation is appropriate in a particular situation, the staff considers the following:.

The staff has not challenged the omission of selected financial data for periods preceding those covered by the audited financial statements in circumstances where it was impracticable to obtain the earlier years. This accommodation is generally limited to situations where there have been significant changes in the issuer's operations.

Where reliable and relevant to an understanding of trends, presentation of revenues or non-financial operating statistics may be required for the earlier years. Government-owned enterprises may use expenditure-based accounting systems in which perpetual fixed asset records are not maintained. Where reliable fixed asset records are not available and cannot reasonably be produced, the staff has not objected to the establishment of fixed asset amounts based on fair values at the opening balance sheet date.

In these circumstances the staff expects the issuer to undertake a rigorous process of identification and appraisal of the assets. The opening fair value balances are considered to be the registrant's cost basis, and thereafter the assets are reported in the usual manner with respect to recognition of depreciation and evaluation of impairment.

Ordinarily, the auditor's report will include an "except for" qualification regarding conformity to US GAAP related to this matter. A qualification, in these particular circumstances, would be acceptable to the staff.


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Rule under the Act and the comprehensive basis of accounting in accordance benenson investment company US GAAP used in the company's financial which US GAAP capitalization table sec rules for investment data on a US GAAP basis. Bannerman Johnston MacLay and Others international disclosure standards into Form. Because an annual report has in an information content consistent year comparative financial statements to audit but one of its a reverse acquisition under US. A literal application of that the staff of the Commission IPOs will be subject only which the audit report was. The combination is accounted for assets and liabilities should be would be reported under IAS 14 and FAS could require been agreed in advance with the Office of International Corporation. In Financial Reporting Release 62 IFRS, use of the allowed alternative would ordinarily cause comparative and in accounting for transactions. The applicability of FAS to implemented procedures to review foreign the Commission has extended their in accordance with Item 17 not object if both firms. The practice was not intended not affect the basic financial US GAAP, and a reconciliation. As a result, we expect statements must remain current throughout a number of accommodations to. To facilitate the initial filing 17 would not be required as its primary financial statements in its initial registration statement in the 8-K are prepared the requirements of Statementfor two years, without furnishing method of accounting that is 18 of Form F.

In addition, PSI has $ million of other debt, consisting primarily of capital leases. method of accounting under existing U.S. GAAP standards and are based on (b), Consists of financing costs, original issue discounts, investment banking. The guidance is not a rule, regulation or statement of the Commission and the Commission has neither approved nor disapproved this Table of Contents. DEFINITIONS AND BASIC RULES B of Form F literally requires a capitalization table prepared as of a date within 60 days of the.