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The Sarbanes Oxley Act :: View topic - Excluding an Acquisition from Management's Evaluation
Closing on an acquisition just prior to quarter end should not have much impact at all on the income statement. The primary impact would be on the balance sheet and cash flow as far as how the acquired entity is included in the financial statements. There should be controls around the consolidation of the purchase price and how it is reflected in the financial statements.
Controls at the acquired entity are not important at this point since it should have minimal income statement impact on the consolidated financial statements at that level.
Posted: Thu Jul 16, 2009 9:34 am Post subject: If material would any disclosure be required
I agree with your point, however, (and sorry to belabor this but...) If it was a material acquisition, would the CEO / CFO certs still have to mention the fact that their certification excluded controls at the new acquisition? Seems like that would be prudent...
Joined: May 26, 2008 Posts: 187 Location: Switzerland
Posted: Thu Jul 16, 2009 10:59 am Post subject: disclosure about the exclusion of recent acquisitions
Issuers typically disclose the name and the significance as a percentage of sales and total assets compared to the consolidated financial statements in the annual report on form 10-K or the quarterly report on form 10-Q.
You can check out the disclosure in item 15 (controls and procedures) of Alcon's annual report on form 20-F (it is a foreign private issuer) that was filed on March 18, 2008 and the form 20-F that was filed on March 19, 2007 in EDGAR on sec.gov. See also Novartis January 31, 2007 and January 30, 2006.
e.g. "Management has excluded Chiron Corporation and NeuTec Pharma plc, from its assessment of internal control over financial reporting as of December 31, 2006 because they were acquired by the Novartis Group in business combinations during 2006. Total assets and total revenues of Chiron Corporation, and NeuTec Pharma plc, represent approximately 16%, or $10.9 billion and 4%, or $1.6 billion, respectively, of the related consolidated financial statement amounts as of, and for the year ended, December 31, 2006."
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