Has. The Company shall provide financial and other material, previously non-public financial and other statistical information as required in Item 2.02 of Form 8-K as an appendix to a Form 8-K and that meets the other requirements of Section 2.02 of Form 8-K. A transcript of the portion of the conference call or slides, or a similar presentation containing such information, satisfies this requirement. In all cases, all previously undisclosed financial and other important statistical information, including that provided as part of the questions and answers, must be provided. [Jan. 15, 2010] Issue: Section 15(d) of the Exchange Act automatically suspends its application to any entity that would be subject to the filing requirements of that section if, if other conditions are met, it has fewer than 300 registered holders of the class of securities that created the obligation under section 15(d) on the first day of the Corporation`s fiscal year. This suspension, which concerns the financial year in which the less than 300 record holders are identified on the first day, is automatic and does not require submission to the Commission. The Commission passed Rule 15d-6 of the Exchange Act to require the filing of a Form 15 as a notice of suspension of an entity`s Section 15(d) reporting requirement. However, this presentation does not constitute a condition of suspension.
A number of companies whose Section 15(d) reporting requirements are automatically suspended by law choose not to file the notice required by Rule 15d-6 and to continue to file Exchange Act reports as if they were still required. Does an entity whose reporting obligation is automatically suspended by Article 15(d) but continues to file periodic reports as if it were required to submit periodic reports comply with Regulation G and the requirements of point 10(e) of Regulation S-K? In April 2001, the International Accounting Standards Board adopted IAS 7 Cash Flow Statements, originally issued by the International Accounting Standards Committee in December 1992. IAS 7 Statement of Cash Flows replaces IAS 7 Balance Sheet (issued October 1977). Answer: No. Deducting capital expenditures from the financial measure of cash flows from operating activities under GAAP would not violate the prohibitions in Section 10(e)(1)(ii). However, businesses should be aware that this measure does not have a uniform definition and that its title does not describe how it is calculated. Therefore, the extent to which it is used should be accompanied by a clear description of the calculation of that ratio and the necessary reconciliation. Companies should also avoid drawing inappropriate or potentially misleading conclusions about their usefulness.
For example, “free cash flow” should not be used in a manner that inappropriately implies that the measure represents the remainder of free cash flow for discretionary spending, as many entities have mandatory debt service requirements or other non-discretionary expenses that are not deducted from the measure. In addition, free cash flow is a liquidity ratio that may not be presented per share. See question 102.05. [17 May 2016] Answer: Yes. Although whether a non-GAAP measure is more important than comparable GAAP generally depends on the facts and circumstances in which the disclosure is made, IMF staff would consider the following examples of non-GAAP disclosure to be more important: Answer: Regulation S-K applies to registration statements filed under the Securities Act, and registration statements, periodic and current reports and other Documents filed under the Exchange Act. An open prospectus will not be filed as part of the issuer`s registration statement unless the issuer files it on Form 8-K or adds or incorporates it by reference into the registration statement. Accordingly, Section 10(e) of Regulation S-K does not apply to a free prospectus filed unless the free prospectus is included or incorporated by reference in the issuer`s registration statement or included in a filing under the Exchange Act. [January 11, 2010] Issue: In the footnote, which reconciles segment key figures to the consolidated financial statements, An entity may sum the result for the different segments as part of the reconciliation required in accordance with the consolidation of accounting standards 280. Would presenting the segment comprehensive income measure in a context other than the reconciliation required under the Accounting Standards 280 codification in footnote represent a non-GAAP financial measure? Q: Is the registrant required to use the non-GAAP measure in the administration of its business or for other purposes in order to disclose it? Q: Should Section 10(e)(1)(i) of the S-K Regulations, which requires a prominent presentation and reconciliation to the most directly comparable GAAP financial measure(s), change the staff practice of requiring prominently presenting amounts for the three main categories of the cash flow statement when a non-GAAP liquidity measure is presented? Response: The required information must appear on the Company`s website at the time of the oral presentation. In the case of information that is not provided in a presentation itself, but is disclosed unexpectedly as part of the question-and-answer session that was part of that oral presentation, the information must be posted on the Company`s website immediately after disclosure.
