Securities offerings and listings in the US: an ... - Latham & Watkins

Chapter 5 – Required financial statement disclosure(ii) Unaudited interim financial statementsWhat must be provided?If a registration statement becomes effective more than nine months after the endof the last audited financial year, the issuer must also provide consolidated interimfinancial statements. (Interim financial statements are not required for annualreports.) Those financial statements: 194• may be unaudited, but must either be reconciled to, or prepared in accordancewith, US Gaap;• must cover at least the first six months of the financial year, unless the issuer publishesmore current interim information, in which case that information must be included;• should include a balance sheet, income statement, cash flow statement, statementof changes to equity and selected note disclosures;• may be in condensed form, as long as they contain the major line items from thelatest audited financial statements and include the major components of assets,liabilities and equity (in the case of the balance sheet); income and expenses (in thecase of the income statement); and the major subtotals of cash flows (in the case ofthe cashflow statement); and• should include comparative interim statements for the same period in the priorfinancial year, except that the requirement for comparative balance sheetinformation may be met by presenting the year-end balance sheet.Practice point:The SEC encourages (but does not require) issuers tohave an independent auditor review the interim financialstatements. It is not typical to refer to such areview in the registration statement. If this is done,however, a copy of the interim review report mustbe included in the document. 195www.iflr.comUS SECURITIES OFFERINGS: A GUIDE FOR NON-US ISSUERS33