Topic 3: Pro Forma Financial Information (Regulation S-X Article 11), 3100 Circumstances Requiring Pro Forma Presentations, 3120 Disposition of a Significant Portion of a Business, 3130 Acquisition of One or More Real Estate Operations, 3150 Registrant Previously Was Part of Another Entity, 3200 Preparation Requirements — Form and Content, 3230 Pro Forma Condensed Income Statement, new compensation 5.6.6.3 Presentation of Pro Forma Information Related to Changes in Capitalization 63 5.6.7 SAB Topic 4.E — Treatment of Receivables From the Sale of Stock 63 5.7 Accounting for Offering Costs — SAB Topic 5.A 64 5.7.1 Aborting or Postponing an Offering 65 5.8 Share-Based Compensation 66 5.8.1 Valuation 67 regulations for SEC reporting purposes, such as the pro forma disclosures requirements in Rule 3-05 of Regulation S-X. [SAB Topic 1B.3]. While registrants are also required to disclose the nature and financial impact of a business combination under the FASB’s accounting standards, the SEC’s requirements are significantly more detailed and can result in considerable financial reporting responsibilities regardless of whether a company acquires businesses frequently or only occasionally. If the property to be acquired is subject to one or more leases, the presentation should be based on the rents to be paid in the first year of those leases. SEC Form 10-Q is used for quarterly reports under Section 13 or 15(d) of the Securities Exchange Act of 1934. In addition, the final rule gives management the option to disclose, in the form of a reconciliation in the notes to the pro forma financial information, synergies and “dis-synergies” (referred to as management’s adjustments) if certain conditions are met. Project Finance Primer for Renewable Energy and Clean Tech Projects Authors: Chris Groobey, John Pierce, Michael Faber, and Greg Broome Executive Summary . allocation is preliminary/provisional (e.g., This guide is designed to be used in conjunction with the Deloitte model financial statements. This Roadmap is not a substitute for the exercise of professional judgment, which is often essential to applying the financial reporting guidance for various business acquisitions and pro forma financial information. These financial statements illustrate the presentation and disclosure requirements of IFRSs for the year ended 31 December 2019 by an entity that is not a first-time adopter of IFRSs. In-depth guidance on lease accounting IFRS 15 – Revenue handbook . Use of proceeds and earnings per share. as forward-looking information. 3/31/2010), Last updated: effect to changes in the fair value of contingent consideration If taxable net income will be greater than the cash available for distribution per unit, this should be disclosed. When a rate other than the current or committed rate is used, prominent disclosure of the basis of presentation and the anticipated effects of the current interest rate environment should appear in the introduction to the pro forma financial statements and wherever pro forma information is provided. If this additional EPS is shown on the face of the pro forma income statement, it should be labeled appropriately. For discontinued operations (SFAS 144 [ASC 205-20]) that are not yet reflected in the annual historical statements. arrangement and known changes in fair value. Disclosure of this information can be important to investors because an acquisition will generally affect a registrant’s financial condition, results of operations, liquidity, and future prospects. This Topic describes the circumstances in which pro forma financial statements should be presented in filings, the form of their presentation, and guidance to be considered in their preparation. The timing and effects of Homes Details: Once implemented, the nonfinancial asset derecognition guidance in ASC 610-20 will govern the accounting for real estate sales.Six months after the release of ASU 2017-05, the FASB issued ASU 2017-12, which amends the hedge accounting recognition and presentation requirements in ASC 815. deloitte tax accounting guide Certain pro forma disclosures are required by GAAP (e.g., SFAS 141R [. Also present the number of shares used to compute per share data if outstanding shares used in the calculation are affected by the transactions included in the pro forma financial statements. Consider whether pro-forma financial statements should be drafted so new disclosures can be considered before year end. 4.1.4 Instructions for Preparing an Application Other events and transactions which have had or will have a discrete material impact on a registrant’s financial statements. These financial statements illustrate the presentation and disclosure requirements of IFRSs for the year ended 31 December 2018 by an entity that is not a first-time adopter of IFRSs. in MD&A and in supplemental information clearly identified A roadmap to SEC reporting considerations for business combinations has been saved, A roadmap to SEC reporting considerations for business combinations has been removed, An Article Titled A roadmap to SEC reporting considerations for business combinations already exists in Saved items. This Roadmap is intended to help registrants navigate their SEC reporting requirements related to the acquisition or probable acquisition of a business. Forecasts should include the same degree of detail as that required in pro forma data and should clearly set forth any assumptions used. The footnotes to the pro formas should make the computation(s) of pro forma EPS transparent to investors. In the United States, Deloitte refers to one or more of the US member firms of DTTL, their related entities that operate using the "Deloitte" name in the United States and their respective affiliates. Other nonfinancial information for a Form S-4 or proxy statement and a special Form 8-K (Super 8-K). The staff will consider requests for relief from this requirement. trademarks and patents, in-process research and development) and regarding the effects of amortization periods assigned to the Downloadable publications, videos, blogs, webcasts and newsletters keep … Deloitte's Global IFRS Office has released International GAAP Holdings Limited — Model financial statements for the year ended 31 December 2019. business) are expected to impact the operations and liquidity of R: CREDIT. Q&A comparing IFRS Standards and US GAAP IFRS compared to US GAAP. revisions of estimated fair values of assets and Registrants that are partnerships or REITs may present in tabular form for a limited number of years, typically one year, the estimated cash distribution per unit showing the portion thereof reportable as taxable income and the portion thereof that is a return of capital. 9/30/2010), 3260 Pro Forma Presentations Reflecting Debt Financing, determine whether the interest rate used is reasonable, 3280 Effects of New Contractual Arrangements, 3310 Common Pro Forma Preparation Problems, actions taken by management or expected to occur after a business combination, 3320 Prohibition on Assuming Offering Proceeds, 3330 Combining Entities With Different Fiscal Years, 3340 Historical Results Include Unusual Events [S-X 11-02(c)(4)], 3410 Sub-Chapter S Corporations and Partnerships, 3420 Distributions to Promoters/Owners At or Prior to Closing of an IPO [SAB Topic 1B.3], 3430 Other Changes in Capitalization At or Prior to Closing of an IPO, 3440 Pro Forma Requirements for Real Estate and Leasing Operations, Statements of estimated taxable operating results, 3500 Projections and Financial Forecasts, 3510 Alternative to Pro Forma Statements, 3610 Pro Forma Disclosures Required by GAAP, FASB Accounting Standards Codification Manual, SEC Rules & Regulations (Title 17 — Commodity and Securities Exchanges), Trust Services Principles, Criteria, and Illustrations, Principles and Criteria for XBRL-Formatted Information, Audit and Accounting Guides & Audit Risk Alerts, Other Publications, Press Releases, and Reports, Dbriefs Financial Reporting Presentations, Business Combinations — SEC Reporting Considerations, Consolidation — Identifying a Controlling Financial Interest, Contingencies, Loss Recoveries, and Guarantees, Environmental Obligations and Asset Retirement Obligations, Equity Method Investments and Joint Ventures, Equity Method Investees — SEC Reporting Considerations, Foreign Currency Transactions and Translations, Guarantees and Collateralizations — SEC Reporting Considerations, Impairments and Disposals of Long-Lived Assets and Discontinued Operations, Multiple-Element Arrangements — A Roadmap to Applying the Revenue Recognition Guidance in ASU 2009-13, Qualitative Goodwill Impairment Assessment — A Roadmap to Applying the Guidance in ASU 2011-08, SEC Comment Letter Considerations, Including Industry Insights, Software Revenue Recognition — A Roadmap to Applying ASC 985-605, Transfers and Servicing of Financial Assets, Roadmaps Currently Available Only as a PDF. intangible assets (such as customer lists, contracts acquired, These financial statements illustrate the presentation and disclosure requirements of IFRSs for the year ended 31 December 2018 by an entity that is not a first-time adopter of IFRSs. target or acquirer, Direct, incremental costs of the It is also not a substitute for consulting with Deloitte professionals on complex transactions and SEC reporting matters. 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