Words of Wisdom

Category Archives: Financial Statement Requirements

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When Acronyms Collide: 20 FAQs for FPIs as IFRS Meets XBRL

On March 1, 2017, the US Securities and Exchange Commission took action that permits, and will eventually require, foreign private issuers (FPIs) registered with the SEC that prepare their financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS) to file financial statements in eXtensible Business Reporting … Continue Reading

XBRL for Foreign Private Issuers: Coming in 2018

The SEC will require foreign private issuers that report in IFRS to submit XBRL financial statements for annual reports filed during 2018. On March 1, 2017, the Securities and Exchange Commission (SEC) published a taxonomy to permit, and eventually require, foreign private issuers that prepare their financial statements using Internal Financial Reporting Standards (IFRS) to … Continue Reading

The Latham US IPO Guide – An Insider’s Guide to the IPO Process

Your tech startup, Input Process Output, Inc., is wildly successful. Everyone is telling you it’s time to start thinking about taking IPO public, but how do you know whether it’s the right move? The Latham US IPO Guide explains what you need to know about how to plan and execute a successful IPO in a … Continue Reading

THX 1138 – Your Guide to XBRL, Part 2

We are continuing our series on XBRL — in this installment, some issues for ongoing reporting companies. Do I need to include an interactive data file with a shelf registration statement? How about an Exchange Act registration statement? You generally do not need an interactive data file for a registration statement on Form S-3, and … Continue Reading

Recent Acquisitions by a New Registrant: The Interplay Between Form 8-K and Rule 3-05 for Initial Registration Statements

As we recently discussed, Calvin Coolidge of Green Mountain Capital (your good client) has just acquired Maple Syrup in an LBO. Green Mountain is a private equity firm and Maple Syrup is a privately held corporation. Green Mountain financed the LBO with the proceeds from Maple Syrup’s high yield bond offering with registration rights. Maple … Continue Reading

Your Guide to Rule 3-05 of Regulation S-X, Part 4

We’ve spent the last few weeks considering whether So-Crates, Inc. will be required under Regulation S-X Rule 3-05 to include separate financials for its recently acquired subsidiary in its new registration statement. We’ve also considered the requirements to include pro forma financial information under S-X Article 11.… Continue Reading

When are Separate Financial Statements of Acquired Businesses Needed? Your Guide to Rule 3-05 of Regulation S-X, Part 1

So-Crates, Inc. is at it again, this time pulling off a major M&A deal. The company’s GC, Bill S. Preston, Esquire and its CFO “Ted” Theodore Logan, call to tell you that the company will finance the acquisition with a shelf take-down. They want to know what financial statements will be required in the prospectus, … Continue Reading

One Hit Wonders: A Few Quick Hits on Recent Issues

This week we highlight questions from our reader mailbag on discrete issues of interest that were crying out “Take on Me”1 for this edition of Words of Wisdom. We are working with A Flock of Seagulls, Inc., on its IPO. AFOS’s financial statements are “stale,” but the CEO, Eileen Dexys is insisting we file the Form … Continue Reading

Adding Subsidiary Guarantors to an Effective S-3 Shelf

A non-WKSI issuer registered $200 million of notes on an S-3 shelf that has been declared effective. Fifty million of the notes have been sold to date. The registration statement discloses that more than one, but not all, of the issuer’s wholly owned subsidiaries fully and unconditionally guarantee the notes and includes each of the … Continue Reading